Out of the Blue
by Slaymesoftly
Summary: Retro Season 4 fic in which Spike's chip has given him time to notice how he feels about Buffy, and given Buffy, Giles and the Scoobies a chance to get used to Spike's presence. Pretty typical season 4 Spuffy with a , hopefully, new twist to make it work.
1. Part 1 Out of the Blue

Very retro, very par-for-the-course post Something Blue season 4 fic. Have thrown in a bit of some other stuff in an attempt to jazz it up. The beginning premise is based on two almost throw-away scenes from that season – the one in Pangs in which Buffy cuffs Spike almost affectionately after she ties him up, and then trails her hand across his shoulder as she walks behind him. Can't say I noticed either of them at the time, but once someone mentioned them I went back and looked and… yeah, different sort of Buffy. And then, at the end of SB, she is staring at Spike totally without animosity or disgust – more just contemplative (until he opens his mouth). I thought those little things gave me something to build on.

Then I threw in some hints of Spike appreciation on Xander's part (cause that's always fun), some bonding between Spike and Giles (cause I think they could have and should have been friendlier) some Buffy and Willow girl talk, building friendship and UST between Buffy and Spike…. and yeah. Like that. If you don't like the way the story's going, just wait a minute and it'll change again. LOL

It's pretty AU, with Spike being more receptive to Giles's suggestion that maybe he was meant to be chipped so that he could change his ways, and with him becoming more of a Scooby than in canon. But if you're willing to go with those twists on season four canon, I think it works.

**OUT OF THE BLUE**

**Prologue**

"You don't have any circulation." As she spoke, Buffy paused in her rope-tying to lean around and peer into Spike's face. She would have sworn he was wearing a very undemon-like pout when he muttered about the ropes pinching him as she went back to her job. Finishing to her satisfaction, she stood up and put her hands on her hips. When he couldn't or wouldn't give a useful answer to her questions about the commandoes, only continuing to whine, she lightly cuffed the side of his head and walked behind the chair to get back to her Thanksgiving dinner preparations. She did feel a little bad about tying him up and not feeding him when he was clearly starving. On the other hand, Spike = evil, so…

Too intent on getting back to her meal and the argument about the Chumash spirit, she didn't notice the frown on Giles's face when her half-hearted slap to Spike's head was followed up by a hand on his shoulder as she walked behind him. The vampire concerned just glowered, and Giles and Buffy were soon too wrapped up in dodging arrows and fighting a ghostly, but very solid, war party of Indians for anyone to pay much attention to his complaints.

Spike's frightened "You made a bear!" brought an apologetic "I didn't mean to!" from Buffy before she could remember how much she hated Spike and didn't care if the bear tore him apart. Although his obvious belief in her ability to handle the situation, and that she may have let him down by temporarily making things worse, bothered her more than she was willing to admit. As did the ridiculously warm feeling she got every time she thought about how he'd chosen her to come to when he needed help.

_Stupid vampire – he could have just bought blood somewhere. What would make him think we—I would believe him and take him in? Not that he's ever lied to me about anything important, or that we haven't worked together before, and he did look more dead than usual… but still…_

To everyone's surprise when they finally sat down to eat, she pulled Spike's chair up to the table in front of an empty plate. She couldn't have said why she was including their reluctant guest in the "family" dinner – the expression on his face told her that he was just as puzzled about it as everyone else – although he behaved as if he had every right to be there, whining about the lack of blood, being tied up, and generally reminding everyone why they hated him.

A human would have missed it – the sudden intake of breath, the accelerated heartbeat – although even a human might have noticed the ashen face and white knuckles of the hand lying on the table. Spike's face twisted in disgust. What was it with his grandsire and women? It seemed like the purer and more innocent they were, they more he had to have them. Not that Spike had ever known Dru when she was pure and unsullied – before Angelus had driven her insane and made her his childe. But Angelus had done enough bragging and Dru had done enough babbling that he had a pretty good idea what she'd been like before she was turned. Still a seer, but a sweet, innocent, sane seer.

He drew his attention back to the Slayer, who was now berating her watcher for not telling her about Angel's surprise visit to "save" her. He shook his head. Like she'd needed any help with the vengeful Chumash tribe. Even the bear hadn't fazed her as much as it had him. She'd stepped right up to it. Of course, she'd also been smacked down, but not for long. Spike reluctantly gave the boy credit for courage – pelting the bear with dinner rolls to get its attention off Buffy and her temporary disability. At least he'd done something helpful…

As Spike had known she would, the Slayer had immediately bounced back to her feet and dispatched the bear so quickly it seemed almost anti-climatic. He snorted at the thought that she'd needed any help from his grandsire.

"Don't know what you're so surprised about, Slayer," he finally said. "By now I'd think you'd know old grandpa thinks it's his job to save the world. You're just a little chit who helps out occasionally."

Her lethal glare brought a moment of blessed silence before everyone started offering their own explanations for why Angel would have come to Sunnydale but not wanted to see Buffy. Spike just shook his head in disgust._ If I thought I was in love with the Slayer, I wouldn't be proving it by doing things to make her unhappy. Typical of the big ponce…_ He met the Watcher's gaze for a second and realized they were both thinking the same thing. He gave a sardonic sneer and quickly looked away.

Willow emerged from the kitchen holding her latest batch of cookies. She hesitated briefly, her eyes going back and forth between Buffy and Spike. They were gazing at each other, although without seeming to make eye contact, bemusement clear on both their faces. They weren't simpering and cooing the way they had while under her spell (so she'd heard – having only witnessed for herself the frantic kissing as she was ending it.), but there was no animosity in their exchange of looks, only a mutually uncomfortable curiosity.

Willow's entrance and subsequent offering a cookie to Buffy snapped them both out of whatever they'd been thinking and they were soon glaring at each other in more familiar ways. Willow ended up stuffing a cookie in Spike's mouth just to shut him up before his ability to rattle Buffy by talking about their plans while under the spell could inspire another round of guilt-assuaging cookie baking.

Chapter One

"I would like to use my own bathroom for a while. Can I – and I find it hard to believe I'm asking this – trust you to stay out of trouble while I take a shower?"

Spike shrugged, peering up at the frowning watcher. "Define 'trouble'," he said. "It's not like I'm going to go running out into the sunshine, is it?"

"The sun was shining when you showed up," Giles pointed out. "However, I was thinking more about my possessions, which would be at your mercy. I really don't want to have to ask Buffy to come back to watch you while I bathe."

"You could always tie me to the chair again." Spike rattled the chains holding him in the tub. "Or chain me up again. Slayer got all the fun of that last time." He curled his tongue at Giles. "Still waiting for that explanation about why you keep chains in your bedroom."

"You really do not want to know," Giles said, his tone making it clear that part of the conversation was over. "Give me your wrists." When Spike obediently held up his hands, Giles unlocked the manacles and handed Spike the key. "You can undo your own feet. And then please be so good as to remove yourself from my bathtub."

Without answering, Spike unshackled his ankle and stood up. At the last second, he caught the falling metal and lifted the chains out onto the floor, preventing them from scratching the porcelain any more than they already had. He stretched and stood, waiting for Giles to tell him what to do. With a sigh, Giles gestured for Spike to leave the room, following him into the living room.

"There is blood in the refrigerator," he said. "You may help yourself to whatever is yours." He handed Spike the remote. "And stay out of my things. I won't be long."

When Giles emerged from the bathroom, clean-shaven and relaxed in pajamas and a robe, he found Spike lounging on the couch and clicking through the channels.

"Did you know you're out of Scotch?"

Giles gave a credible growl. "I thought I told you to stay out of my things?"

Spike just stared at him, waiting… "Right, evil vampire. My mistake."

"Being unable to kill hasn't turned me into a goody two-shoes, Watcher," Spike said calmly as he turned back to the TV.

Giles made no reply, but went upstairs and came back down with a brand new bottle of Scotch. He ignored Spike's raised eyebrows, going to the kitchen for two glasses. When he returned he handed one to the eager vampire and sat down across from him. They drank in companionable silence for a few minutes, Spike eying Giles suspiciously from time to time. When he could stand it no longer he blurted, "Are you trying to get me drunk?"

"Why would I want you drunk? I've seen you drunk. It's not pretty."

"Pot – kettle," Spike replied, lifting his glass in a mock toast.

"Touché," Giles replied. They sipped some more, then he leaned forward and said, "About your current condition… granted, as you said, it does not make you anything but a harmless still-evil demon, but what if there were more to it? What if there was a purpose behind it? What if the Powers that Be had a hand in your being rendered harmless?"

"Then the first thing I'll do when I get this thing fixed is rip their bloody throats out and dance on their dead bodies." A deep snarl accompanied Spike's words, and Giles looked disappointed as he leaned back and continued to stare at the vampire.

"What?" Spike looked uncomfortable as he chugged the rest of his drink. He held the glass out for more, raising one eyebrow. "Where were you going with that daft idea?"

Moving slowly, Giles poured more of the amber fluid into Spike's glass. He waited until he'd refreshed his own drink, then settled back into his chair.

"I guess, what I was thinking is that your current situation might provide an opportunity for you to… atone, so to speak, for your actions as a vampire. To… to redeem yourself. I would like to offer my assistance, should you want to pursue—"

"That's the great poof's bag, not mine," Spike said with a growl. "Got no interest in being good. I like what I am. Just forget it. Got no reason to want to be different."

"Very well. I won't mention it again. But I should like for you to give it some thought."

"Why?" Spike asked bluntly. "What's in it for you? Brownie points with the Council of Wankers?"

Giles gazed at him over the rim of his glass. "The Council and I do not always have the same agenda. Theirs is to keep an active Slayer on the Hellmouth. Mine is to see that my slayer remains alive to continue to fill that position. It has occurred to me that Buffy's job could be made quite a bit safer and easier had she another powerful warrior at her side."

"William the Bloody kills slayers. He doesn't follow orders from the little chits. Got no reason to help her stay alive."

Giles was silent, sipping his drink and seeming to be done with the conversation. The silence stretched out for some time until Spike said, "So, what do you say to a game?" He pointed at a chessboard on a high shelf. "Or is that just for show?"

Without responding verbally, Giles rose to his feet and brought the already set-up board down to rest on the coffee table. Spike clicked the TV off and leaned forward. "Gave me the black pieces, did you?"

"It seemed appropriate," Giles replied dryly. "You may make the first move."

"Always do."

"Whatcha doing?"

Buffy walked in before Giles had stored the chessboard away for the evening. Spike was carefully recording who was ahead in what had become a nightly ritual for them. Although the two Brits were from different eras, the longer they remained in each other's company, the more their somewhat similar backgrounds had become obvious. Had anyone pointed out that they were becoming friends, they would have denied it vigorously, but the truth was, they enjoyed their nightly chess matches and the conversations that went with them.

Giles had never mentioned the idea of Spike's helping Buffy again, but now that the vampire knew he could fight and kill demons, he had fallen into the habit of going on patrol with the Slayer sometimes, insisting it was the best way to get the "spot of violence" that he required on a daily basis.

"Just making sure I record how far ahead I am of the Watcher," Spike said, smiling up at her.

Buffy snorted and shook her head. "I swear you two could be going steady, as much time as you spend here."

"Could say the same about us, couldn't you?" He gestured back and forth between himself and the laughing girl. "We're out there often enough, killin' things and such."

"Uh… pretty sure nobody's going to say that about us," Buffy said with a shudder. "And if Riley even thought it for a second…."

"Ah yes. The giant hayseed. I expect he wouldn't take it well – thinking his honey was seeing a vampire on the side."

"I'm not _seeing_ you! You just… follow me sometimes."

"Bloody good thing for you I do," he muttered, clearly miffed at her dismissal of his assessment of their occasional nighttime adventures. "If I hadn't' been there last night, that Fyral demon would have broken you in half."

"I had it," Buffy said with an indignant sniff. "I was just letting him think he was winning." Spike waited, head tilted, staring at her with eyes that didn't allow her to look away. "Okay," she admitted. "You might have helped… a little."

"And…?"

"And nothing. I said thank you last night. Don't push it, Spike." In spite of her words, the shove she gave him was more affectionate than angry and they ended up smiling at each other.

"Spike helped you last night?" Giles looked back and forth between them, his eyes challenging the vampire to deny what he'd just been bragging about.

Spike shrugged and cleared his throat. "Well, yeah. Dozy bint was tryin' to take on two Fyral demons with a stake." He gave Giles a sly smile. "We all know how likely that is to work, don't we?"

Buffy shuddered again. "Don't remind me. It's a good thing Giles glares at me so often." She looked at Spike. "Did you know he glares exactly the same way when he's a demon?"

"Don't doubt it. So, where are we off to tonight, Slayer?"

Buffy looked uncomfortable for a second. "Uh… Riley wants to patrol with me tonight, so I don't think…."

"Got it. No problem, Slayer. Stay safe." Spike stood up and walked into the kitchen.

"What flew up his ass?" Buffy asked. Giles just shook his head and waved her off. Casting another puzzled look at Spike's back, Buffy nodded at Giles's instructions about which cemetery had an extraordinary number of recent burials and left for the night. Telling Giles she'd report in the next day, she left the apartment.

When she'd gone, Giles went to his desk and brought out the Scotch. Without asking, he filled two glasses and handed one to the vampire who had just emerged from the kitchen.

"Think you're smart, don't you?" Spike grumbled, taking a grateful swallow.

"I think it's time to revisit the subject of why you might want to view your status as a step toward a new life. Or have I misinterpreted your mood?"

Spike sighed and sank into the chair. "No. She's got me by the short hairs. Don't need a chip in m'head to want to keep her safe." He looked up at Giles. "Guess I've got my reason now, Watcher."

**Chapter Two**

Xander walked in just as Spike was showing Willow and Buffy where to find the quote they needed in the second act of Hamlet. He shrugged at the now-familiar sight of the chipped vampire. Although Spike didn't live with Giles anymore, he seemed to be there most evenings – even more often than the Scoobies.

Xander watched as all three bent over the large textbook, looking down to where Spike was pointing at the line they needed. When Willow raised her head, thanking Spike with a shy smile, and Buffy added her own casual thanks, Xander shook his head as if to clear it. Somehow, since Willow's spell, Spike had wormed his way into their happy little family. A family which now included not just the Slayer, a witch, a former demon, and a reformed demon worshipper, but a vampire who had been their mortal enemy what seemed like only a short time ago.

"Yeah, thanks, Spike. Giles always thinks it's cheating when he helps me with my homework." Buffy gave Giles a triumphant grin and slammed the book closed.

"Watcher probably just didn't know where to find that line," Spike said, adding his own smirk at the disgruntled-looking man. "Needed a bit of help from a fellow countryman who went to better schools."

"Schools? Spike went to schools?" Xander was still trying to figure out what he'd missed. "Spike knows Shakespeare?"

Buffy shrugged. "Well, he was probably alive then, wasn't he? For all we know, he _ate_ Shakespeare."

Identical appalled stares from the two Brits and Willow brought a frown to her face.

"What?" she muttered. "It's not like he isn't older than dirt…" When they continued to stare at her, she stage whispered to Willow, "When was Shakespeare around?"

"Um… about four hundred years ago?"

"Oh."

"Bloody Colonials," Spike said, sharing a short bonding moment with Giles that didn't go unnoticed by Willow.

"Hey! I knew the right answer!"

"Quite right. Willow is an exceptional student who actually learned things during her time at Sunnydale High School."

"The Slayer apparently didn't." Spike's smirk was too much for Buffy.

"The Slayer was too busy running around cemeteries all night, chasing bad guys and saving the world!"

She glared back and forth between Giles and Spike, breathing hard, her fists clenched at her sides. Giles immediately looked ashamed, dropping his head and muttering, "Right you are, Buffy. I certainly didn't mean to imply—"

"Yes you did. You said Willow learned things, implying that I didn't." She turned her glare on Spike, who had lost his smirk and seemed almost as ashamed as Giles. "And you! One of the bad guys I have… had to spend my time chasing... You just had to jump right on it and say it out loud, didn't you?"

"You do remember I'm evil, Slayer?" he blustered, trying to hide his chagrin.

"Maybe you should remember you can't fight back anymore. You know, when you're feeling the urge to be evil? Just in case I decide to make you dusty for it."

"You wouldn't do that... would you?" He looked momentarily worried, then smiled. "No. You wouldn't do it. Too much of a white hat for your own good, you are. As long as I'm harmless, I'm safe from you."

Xander waved his hand. "I don't think I'm too much of a white hat. Want me to stake him for you, Buffy?" Spike's snarl did nothing to change Xander's demeanor, only causing him to narrow his eyes and pick up one of Buffy's stakes. "Can I, Buffy? Huh, can I?"

"Oh, leave him alone, Xander. He's right. We're the good guys. We don't slay innocent—okay, not innocent, but currently harmless, creatures."

Spike cocked his head at Buffy. "Do you ever wonder how many harmless creatures you've slayed, Summers?"

"What? I—no, of course not. I don't— Do I, Giles?" A worried frown creased Buffy's brow, and Giles glared at the grinning vampire.

"I'm quite sure you do not. And it is certainly not in your best interest to begin wondering if every vampire and demon you meet while on patrol might be harmless. There is no such thing."

Spike laughed incredulously, then shook his head. "I'm disappointed in you, Watcher. Thought you'd got past all that Council of Wankers bollocks."

"Spike…" Giles tone was low and dangerous, reminding Spike of the man who had taken on Angelus with nothing but a torch and a stake. "I will not have Buffy hesitating at the wrong time because some bloody idiot has put the idea into her head that her opponent could be harmless." He cringed realizing that he was giving a vampire valuable information that could be used against Buffy, but to his relief, Spike was immediately contrite. He shrugged at Buffy in apology.

"He's right, pet. Wasn't thinkin', was I? You can't afford to be worrying about—" He turned back to Giles. "Best way for her not to worry about it, is to know how to identify the harmless demons. Anything else would be fair game. Which ones have you taught her?"

There was an uncomfortable silence for a full minute before Buffy let out an explosive breath.

"I don't like research and studying, okay? Giles tried to teach me about different kinds of demons, but I… I didn't pay much attention," she finished in a barely audible mumble.

"Ah. Well, let's go then." Spike walked over and held the door open.

"Go?"

"Yeah. Go. We're going to hit all the demon bars in town until I'm sure you know which ones are and aren't dangerous."

"Do I get to slay the ones that are?"

"Maybe. If I think we can take 'em. Not gonna let you start a bar fight if I don't think we can win it."

"We?" Buffy said as she ducked under his arm and went out the door. "When did we get to be a 'we'?"

"When your boytoy's friends turned me into something that can't fight anything but other demons. You don't want me going crackers with boredom, do you?"

"Are you just going to let them go?" Xander's eyes were bulging as he stared between the closing door and Giles.

Giles shrugged. "I don't recall either one of them asking my permission. In any event, if Spike can teach her to recognize a few different types of demons, more power to him. It _is_ information the slayer should have, it has just never been Buffy's forte."

"But… this isn't patrol. She's going to bars. With Spike! The vampire she thought she was going to marry a couple of months ago. You know, the one that wants to kill us?"

"I'm aware of what Spike is, Xander," Giles said, allowing a trace of irritation to creep into his voice. "What is your point, exactly?"

"My point, is that going bar-hopping sounds way too datey to suit me. She should be staking him, not going out drinking with him!"

"I believe the purpose of the expedition is for Buffy to learn the difference between demons likely to be a danger to her or anyone else, and those with which she need not trouble herself. This is good information for her to have, and Spike should be an excellent guide. He is, after all, quite an old vampire and one with an excellent education."

"Excellent education? Spike thinks Weetabix is a food group! He still dresses like it was 1970 – not that I remember anything about 1970, but—"

"Neither his disgusting food preferences, nor his sense of fashion have anything to do with the education I am fairly certain he received when he was human. In fact, I have every intention of delving more deeply into the Council's records and into…" Giles shuddered theatrically and turned to look at Willow. "And asking Willow to look into internet records of that time for more information about Spike as a human. In spite of what I have gleaned over the past several weeks, I suspect there is a good deal we still don't know about him."

"We know he's an evil, soulless demon who only hasn't killed us because he can't. Why am I suddenly the only one who remembers that?"

Giles shrugged. "We don't know if there may not be another purpose at work here. The Powers may have chosen to have Spike chipped as a way to permit him to earn his redemption. Somewhat like they did with Angel. They cursed Angel with a soul he didn't want; they may have cursed Spike with an electronic chip that prevents him from killing."

"The Powers need to mind their own damn business," Xander muttered, settling down on the couch. "Or at least, if they're going to keep inflicting harmless vampires on us, why can't they pick a good looking female vampire?"

"Instead of two good-looking men?" Willow asked, blinking her eyes with mock innocence. Xander's incoherent sputtering brought a smile even to Giles's face.

"Spike and Angel are good-looking _vampires!_ And I cannot believe I just said that…" He subsided into embarrassed muttering while Giles and Willow laughed openly.

"Nice to know you agree with me," Willow said, still giggling. "That they're good-looking, I mean."

"I'm not agreeing about anything," Xander said. "In fact I'm not talking at all until Anya gets here… and maybe not even then."

"So, where are we going? Willy's?"

Spike shook his head. "No, want you to learn which demons to leave alone – that means we have to go to nicer places. The only harmless demon you're likely to find at Willy's is Clem – and even you should be able to figure out he's alright. "

"Clem?" Buffy decided, in light of her admission that she didn't know much about demon types, she wouldn't punch Spike for his "even you" remark.

"Nice guy. Not the brightest, but friendly. Can't miss him – he looks like he's wearing the skin of somebody three times his size. And ears he borrowed from a basset hound."

"Sounds like my kind of guy," she snorted. "Can't wait to meet him."

"He's a nice person, Slayer. Don't be so judgmental."

"I'm not judgmental! And when did you start using big words?"

His only reply to her first statement was a raised eyebrow, but he grinned as he said, "Just trying to help you along with that college education." He winced but laughed when she hit him on the arm, saying, "I'll have you know my SAT scores were high enough to make Giles look impressed. At least, he was impressed until he heard what Willow's were… but that doesn't count. Willow's like… inhumanly smart."

"Inhumanly, huh?"

"Okay, maybe not the best choice of words for somebody who was born and raised in Sunnydale, but you know what I mean. Stop acting like you don't!"

"Just winding you up, Slayer," he said mildly. "Sometimes you just make it too easy for me."

"Note to self, stop making it easy for Spike to be an ass. Oh wait – too late!"

"Ha, bloody, ha, luv. Here we are."

"Where we are?" Buffy stared at the nondescript-looking building in front of them.

"One of Sunnydale's nicer demon bars," he replied, gesturing toward the door. "Let's go in."

"There are 'nice' demon bars?" Buffy hadn't moved, and he growled under his breath.

"There's a whole 'nother world of Sunnydale than what you know, Slayer. Made up of demons that are harmless but like living on a hellmouth. Lot of 'em look human enough to pass. You probably deal with demons everyday and don't know it because they don't do anything evil. There are even a few vamps that are pretty harmless. Too afraid or lazy to hunt. They find… other ways… to get what they need."

"Harmless vamps? Other than you?"

Spike snarled. "I'm this way because the biggest evil in this town is that lab hiding underground where they think it's alright to indulge in vivisection as long as they're only using vamps and demons. The vampires I'm talking about have _chosen_ not to kill. Not on purpose, anyway…"

"How does a vampire kill 'accidentally'? Give me a break, Spike. You're just full of it." She tossed her head, but moved to the door Spike was now holding open for her.

"I'll explain about that later. Right now, I need for you to smile and look like you wouldn't hurt a fly."

"What if it's an evil fly?" she asked, ducking under his arm and entering the room. It was hard to miss the crashing silence that greeted her arrival. Everyone in the room – from the normal and not-so-normal looking couples having dinner to the bartender and the maître d' – was staring at Buffy with wide, frightened eyes.

Spike leaned down and growled into her ear. "Don't care if it's the bloody devil disguised as a fly, if you see it here, let it go. And smile!"

Following his own advice, he smiled at the glaring headwaiter and gestured to an empty table. "Nobody's looking for trouble here," he said, resting his hand on Buffy's shoulder. "We're just going to have a drink or two and be on our way."

The maître d' nodded stiffly and led them to a booth. Buffy tried to observe him without being so obvious she might make him nervous, but didn't see anything unusual about him until she noticed the tail hanging below his jacket. She gave him her best "I'm not planning to kill you" smile and slid into the booth. Spike sat down across from her and ordered a beer for himself and when Buffy shook her head at his questioning eyebrow, he ordered a Diet Coke for her.

"No alcohol while you're working?" he said with a smile.

"Alcohol and Buffy – not mixy things. Trust me." She made a face and shuddered, giving him a half-hearted glare when he laughed aloud.

"I'll remember that," he said. "Not a good idea to ply the Slayer with alcohol."

"Is that what you were planning to do? Ply me with alcohol?"

"Maybe. Thought about it." He shrugged. "Why not?"

"Because we hate each other?"

"Well… yeah. There's that. Guess I missed my chance. Should have done my plyin' when you thought you were in love with me, not after we remembered we hate each other."

"That's right," she said, smiling at the waitress who shoved their drinks at them and quickly retreated to the safety of the bar. "We hate each other… " She frowned as she picked up her glass. "I think… Don't we?"

"Are you askin' me or tellin' me, pet?"

She gave herself a little shake. "Of course we do. You're evil and annoying and…"

"And you're a self-righteous little bitch with a mean right cross." He tipped his bottle toward her. "Here's to us."

Buffy snorted her agreement and lightly touched his bottle with her glass. She took another deep swallow, then set the glass down and looked around the room at the other customers, most of which had gone back to their meals – although not without casting frequent glances at the out of place couple chatting in the booth.

"Alright, Slayer. Don't stare at them, just listen. The ones that look human are all either humans, part human, or from demon breeds that can hide their features. Chances are, they're all harmless, unless they're regular evil, criminal types."

"Vamps can hide their demon features," she said, pointing at his own face. "They're not harmless."

"True, but your slayer senses should tell you when the good-looking bloke winking at you has a nasty secret," he said, following his words with the action.

Buffy flushed, annoyed at the warmth flooding her face. "I'm getting better at that than I used to be." She glanced up at him. "I probably shouldn't tell you this, but I didn't know what Angel was until the first time he kissed me. He vamped out and I screamed. Then he jumped out the window and fell off the roof." She shook her head with a sad smile. "Should have taken that embarrassing beginning as an omen, shouldn't I?"

He choked on his beer and laughed loud enough to draw stares from around the room. When Buffy glared at him, he reached across the table and rested his hand on top of hers. "Could probably have saved yourself a lot of pain," he said. "But if you can joke about it you must be getting better."

Buffy frowned. "I kinda did make it sound funny, didn't I? Huh! Go me. I'm getting over him." She gave him a sideways glance. "I'm not quite as over him as I was when I thought I was in love and getting married, but I'm better than I was a few months ago when I thought I was going to die of misery. And, hey, I've even got a nice, normal… or semi-normal…." She frowned, remembering Riley's no-longer-secret status as a demon-hunting commando. "Anyway, I've got a new boyfriend – so take that, Angel."

Spike snatched his hand back, draining his beer and beckoning for another. "Right, I forgot. You've got a new boytoy to help you forget the poof."

"Yep. Buffy has a new boyfriend. Things are looking up." There was an uncomfortable silence as Buffy realized Spike didn't look particularly happy about the mention of Riley. She sighed. "Look, Spike, I know you think you've got good reasons to hate Riley – and maybe you do from a vampire's viewpoint – but the way I see it, the Initiative made you safe to be around without making you… you know, dusty."

"Bully for them. And I should be excited about that because…?"

She frowned. "Well… I don't know. I thought maybe we… never mind. Forgot there for a minute. We hate each other. Of course you're not happy that you can hang out with me—us. I don't know what I was thinking…"

"You were thinking it's handy to have somebody besides the watcher who can talk to you about demons and help you with your homework. Got it, pet. Let's get on with the lesson, yeah? Now see that couple in the corner? The ones with the pale green skin? They're…."

**Chapter Three**

Three clubs later, Buffy was grumbling as she followed Spike down an alley.

"I don't think it's fair that you can drink as much as you do and never have to pee. You've had twice as much to drink as I have tonight, and I'm the one who's always looking for the restroom."

She heard his deep chuckle, something she decided she was coming to like as long as she didn't let herself think about who was making that warm sound. "Entrance is right down here, luv. The loo is on your right when we go in. This one's more of a mixed bag, so be on your toes."

"You mean we might get a fight out of this one?" Her eagerness was obvious and he snorted with laughter.

"Getting' bored are you, Slayer? I'll see if I can rustle you up a little exercise while you're doing your business." He opened the door and pointed to the right where a door with a picture of what might have been a female Fyral demon beckoned.

"Don't start without me," she warned, pushing the door open. She ducked into a stall and quickly relieved herself of the last four Diet Cokes. As she was washing her hands – surprised at the relative cleanliness of the sink – the door opened and a familiar voice floated in ahead of its owner.

"Don't try to pretend you don't know this is where I hang out, Blondie Bear. Stalking is not an attractive quality in a man. Just accept that we're finished and—Gah! Buffy!"

"Harmony." Buffy said, mentally assessing the entertainment value of fighting with or staking Harmony versus whatever Spike was going to be able to scare up.

"You shouldn't be here," Harmony sniffed. "This is a high-class demon bar. You know, for people who are evil?"

"Uh huh. And you don't think the Vampire Slayer should be interested in a place where there are vampires and evil demons? Where do you think I should be hunting for them?"

"Well, not here! What if somebody thinks you're with me?"

"Not likely. Slayer's got taste." Spike's voice came through the door that he was holding open with one hand while he tried to fend off an angry demon with very large teeth and four arms. "Little help, Slayer?"

"Slayer? Help? Oh that's just pathetic, Spike. You brought Buffy with you to try to make me jealous? Are you insane?"

"Feel free to take the time to stake her on your way out," Spike grunted as the demon punched him hard enough to drive him into the small sink area. Buffy ripped the towel holder off the wall and hit Spike's attacker over the head as he tried to follow up his punch.

"This is the ladies' room, you moron," she said, whacking him several times until he retreated to the larger area by the door. Two burly demons that Buffy didn't recognize approached as Spike jumped onto the bleeding demon's back swearing in several languages.

"Take it outside, Spike," the bouncers said, shoving the snarling combatants toward the door. "And take your destructive girlfriend with you," one added as he saw Buffy holding the bloody towel dispenser. Ignoring the bouncer's outstretched hand, Buffy stared around the bar, noting that many of the patrons were disappearing out another exit in the back. She shrugged and tossed the metal box at the bouncer.

"Think we got what we came for," she said, following the sounds of battle out into the alley. Behind her she could hear Harmony saying, "Girlfriend? That's not his girlfriend. _I'm_ the girlfriend. That's just a fashion disaster he brought to try to win me back."

The door swung shut behind her and Buffy watched as Spike tried to exchange punches with something that had two more arms and fists than he did. Taking her time, she strolled to the dumpster and picked up a sturdy-looking broom leaning against it.

"Say when, Spike," she said, holding the broom in a loose grip as she sat on a trashcan to watch. She started to get up when the demon pinned Spike to the ground and began to hit him in the face, but relaxed when he vamped out and threw his opponent off with a roar. With his own fangs out and calling upon the added strength his demon gave him, he soon had his opponent trying harder to get away than to fight. With a final snarl, it pushed Spike away long enough to take off running down the alley.

Shaking off his vampire mien, Spike strolled back to where Buffy was twirling the broom, her disappointment plain. "I didn't get to slay him," she complained. "You hogged the fight."

"Sorry, luv. Was having a good time. Forgot you might want a piece of him."

"Oh well," she said, tossing the broom away. "I got to hit him on the head a bunch of times. I guess that'll have to do me." They began walking out of the alley, side by side. Spike bumped against her arm. "You know, Slayer, you are my kind of woman."

"I am? But I'm… you know… sane?"

His face darkened. "I was trying to be nice, Summers. Didn't need that reminder of what else I've lost."

"Sorry," she said, almost as surprised as he was when the word left her mouth. "I forgot we had that in common. That we've both been dumped," she explained when he glanced at her with a raised eyebrow.

He stared at her for a few seconds. "Their loss," he said finally, throwing an arm over her shoulder. "What say we finish up the evening by wrecking Willy's?"

"As tempting as that thought is, I think I should call it a night. As long as I've got all this caffeinated liquid in me, I may as well take advantage of it and try to get some studying done before I go to sleep. I have to read the rest of that play."

"Can't compete with Shakespeare," he said with an exaggerated sigh.

"Trust me, Spike, I'd much rather be wrecking Willy's with you than reading about some guy and his skeezy uncle in Denmark. But there might be a pop quiz tomorrow." She cocked her head. "I'm not sure the professor isn't a demon. I should have you check that out for me…"

"I think we know which one on the faculty could be a demon, Slayer," he growled. "Don't know why you haven't dropped that vivisectionist's class yet."

"Spike, I know she… okay, not a warm fuzzy person, but calling her a demon or a vivi-whatever is just…"

"That's the term for those who "experiment" on live animals, luv. Now, if you're willing to consider vamps and sentient demons 'people', then she becomes a sadist and a serial killer."

"Well, I hope I'm going to get a chance to see for myself soon. Riley's trying to get me into the facility as a… I dunno… guest co-worker? Or something. I don't think Professor Walsh was all that impressed by what I do, but once I kicked butt on Riley's squad she—"

"You did what?"

"He set it up for them to jump me so that I could show what I can do. Without warning me about it." She snickered. "I had to hold back a whole lot, but I think they have a better idea of what a Slayer is now."

He cocked his head and looked at her in a way that made her face flush and grow warm "You know, luv, I don't think they've got the first clue what a Slayer really is. But I expect you're just the girl to open their eyes."

Once again Buffy was reminded of how certain he'd been that she would deal with the Chumash warrior and save them all. She peered up at him from the corner of her eyes.

"Did you just pay me a compliment?"

"Me? What? Compliment the bane of my existence?" He made a rude noise and threw his hands in the air. "You're barmier than Dru ever was if you think I'd do that."

"Right. Just checking. I didn't really think so."

"Just so we're clear."

They reached Buffy's dorm and paused just to the side of the main door. There was an uncomfortable moment when neither one seemed to have any idea how to end the evening – a moment easily broken when Willow spotted them through the window and came outside.

"Hey, Buffy… Spike. Did you guys find a bunch of demons to learn about or beat up?"

"Found our share," Spike said, stepping away from the girls. "Slayer knows more than she did before we started," he added, giving Buffy an enigmatic look.

She met his gaze steadily. "Un huh. I think you could safely say I learned some things tonight."

Willow looked back and forth between the two of them, a small frown creasing her brow. "Ooookay. Well, that's good, I guess. So, Spike did his job, right? You're all caught up on the different kinds of demons?"

"Well, I don't think—"

"Hell, no. We just scratched the surface tonight. Gonna have to go out a few more times before I'll feel like I've taught her everything she needs to know."

"We _are_ talking about demons here, right?"

"Of course we are! What else would we be talking about?" Buffy dropped her righteous indignation. "Well, except maybe Shakespeare, I guess." She peered up at Spike. "Do you know anything else about his stuff besides Hamlet?"

"I do," he said. "Every self-respecting Englishman knows Shakespeare inside and out."

Buffy turned to Willow. "I think we just found ourselves a study-buddy."

"A what?" Spike began edging away from the two girls now smiling at him with patently false sweetness.

"Giles says you've got a really good education… for an old guy, I mean. And you said you know Shakespeare. You're perfect for helping us with this class!" Willow beamed at the panic-stricken vampire.

"The last time I worked as a tutor, I got paid for—I mean, you're barmy if you think I'm going to spend my time trying to make up for the appalling educations you got in what passes for schools in this country. I have my pride, you know."

"No you don't," Buffy said cheerfully. "If we buy you beer, you'll do pretty much whatever we want you to. Won't he, Willow?"

"You're not old enough to buy me beer," Spike said with less conviction than he'd intended to have in his voice.

"It's a college town, Spike. With demons. Even I know where to buy beer if you're underage." Willow gave him a scornful eyeroll.

'You can start now!" Buffy grabbed the sleeve of Spike's coat and began tugging him toward the door. "You can help us study for tomorrow."

"Hey now, Slayer." Spike planted his feet. "I just gave you a course in demonology. And I already showed you the line you needed to find in Act II. That's all you get out of me for tonight."

"Oh, come on. You can go beat up whatever's left at Willy's later. If I think you've made me smarter, maybe I'll even come with you."

Although Willow gave Buffy a funny look, she grabbed Spike's other arm and began tugging him toward the door. "Right. You help us out, and then Buffy will help you beat things up at Willy's."

"Don't need help beating things up," he muttered, allowing himself to be towed along. "Do just fine all by myself."

"You were totally losing tonight until I hit that creep on the head," Buffy said, releasing his sleeve now that he was no longer protesting. "You totally owe me."

Spike stopped and cocked his head at her. "Have you picked up some kind of infection from being in college, or did you spend too much time with Harm tonight?"

"What?"

"What?"

Buffy and Willow spoke simultaneously.

"You were with Harmony?"

"No! She just came into the ladies room when I was getting ready to leave it. I don't know what he's talking about."

"I'm talking about the way you're talking. Not that you've ever been all that eloquent, but—" Spike pitched his voice high and sing-songed, " 'You totally owe me.' Tell me that doesn't sound like something Harmony would say."

"Eloquent?" Willow was staring at their new study-buddy with wide eyes. "What ladies room? Where were you?"

"Nowhere. Just some demon club. While I was in the lady demons room, Spike got into a fight and I had to bang the thing on the head with the towel dispenser to make it let go of him. And Harmony was there and she got in the way and she was yelling at Spike that I was there to make her jealous, and, yeah… it was just…" Buffy paused and looked at Willow and then at Spike. "… kinda fun. In a totally inappropriate and shame on me kind of way," she added primly when Spike broke into a big grin and Willow looked at her with narrowed eyes.

"So, you went out with Spike, and you had… fun?"

Buffy flushed and shook her head. "Well, no, of course not. I mean – I was with Spike, Willow. Where's the fun in that? It was all with the learning about demons and which ones I should slay and…." Her voice trailed off when she saw Spike's grin fade, to be replaced by the cold face of a dead man. Without a word, he whirled and strode off into the darkness, disappearing from sight before Buffy could say or do anything.

The two girls stood for a minute, staring after the now invisible vampire.

"Shit," Buffy said softly.

"I think you hurt his feelings," Willow said.

"I didn't mean to. I just… you looked so shocked and I just wanted to…." She sighed. "I did, didn't I? Who knew vampires have feelings to hurt…"

"Spike's not exactly an average vampire," Willow observed. "How many vampires fall in love with Slayers and try to help their watchers or fight off demons chasing their friends?"

"That was your spell!" Buffy whirled on Willow with wide eyes. "You said we should get married."

"I didn't say anything about being in love. You guys did that all on your own."

Buffy put her hands on her hips and stuck out her lower lip. "Well, if I was going to marry somebody, I'd have to be in love with him. That's just how it works."

"And apparently it works like that for Spike too," Willow said with satisfaction. "He has feelings. Like I said, not exactly your average vampire."

"Not your average vampire." Buffy agreed and turned to enter the building. "We might as well go in. I don't think he's coming back to help us study."

"Yeah, I got that. Oh well, we'll do it the old-fashioned way – read the play again."

"Again?"

It was Willow's turn to sigh. "Yeah, again. I already read it last week, didn't you?"

"Uh… no? I think I was busy… with Riley. He said he'd read it with me, but we got distracted…"

"Distracted, huh?" Willow poked Buffy's arm. "So, things are good on the Riley front?"

"Better than good. Buffy has a boyfriend with a pulse, who fights demons and vampires and has awesome arms and… and… isn't a jerk!" she finished with a smile.

As they entered their room, Willow held up the textbook containing Hamlet. "If we procrastinate much longer, it will already be time for the quiz."

"Maybe there won't be one… " Buffy said hopefully. "She didn't say for sure, she said maybe."

"That's professor-speak for 'there's going to be a really hard surprise test', Buffy."

"I told Spike she was a demon," Buffy muttered, picking up her own book. "Can't you just give me a quick recap?"

Willow sighed. "You shouldn't have made Spike mad. He can probably recite the whole play."

"Spike gets mad at me all the time. He'll get over it." Buffy spoke with more surety than she felt as she remembered how his face had gone from pleased and happy to stone cold.

"Not in time for a test tomorrow, he won't," Willow said. "Start reading and just ask me questions when you don't understand something. Maybe we can hit the highlights and you'll know enough to do okay on the test."

"I'd rather be beating up demons with Spike," Buffy muttered. "I get beating

things up – castles and uncles marrying mothers… not so much."

"Just read, Buffy." Willow's voice was beginning to sound irritated, and Buffy stopped grumbling and began to read.

**Chapter Four**

The expected test the next day didn't go well. Buffy had fallen asleep before she finished the second act and she had to guess at the answers to many of the questions. When she turned in her mostly blank paper with its invented answers to the few questions she'd been willing to take a stab at, the professor glanced at it and gestured for Buffy to wait instead of leaving with the other students. Willow made a sympathetic face, but obediently exited the classroom to wait outside.

The professor stared at Buffy over the rims of her glasses. She sighed and handed the paper back.

"Ms. Summers, I am not going to bother grading this. I will give you until tomorrow to actually read the play and come to my office during my regular office hours to take a revised version of this test." She hesitated, then nodding as if agreeing with herself about something, she continued. "Ms. Summers—Buffy, I was born in Sunnydale. I went away to attend college in New England and had no intention of returning… ever. Do you know why I did return a few years ago?"

Buffy shook her head, biting back the urge to say "Because you're a demon and it's the Hellmouth?"

"I accepted the job here and returned home because I'd heard, from reliable sources, that there was now a girl living in Sunnydale whose job it was to keep the vampires and demons in check. That it was now safe – if one took reasonable precautions – to go out in the evenings. Even to teach evening classes at the local university." She smiled at Buffy's wide-eyed expression. "That girl is known as a… vampire killer? Some sort of demon assassin?"

"Slayer," Buffy said shortly. "I'm the Slayer."

"Ah. Well, whatever you choose to call yourself, I am well aware that you often do not get much sleep, nor much time for study in the evenings – and for much better reasons than most college students. Therefore, I am going to cut you some slack in this class. Not to the extent that you are not expected to do the readings and write the same papers as everyone else, but if you will email me in the morning on days when you've not had time to do the assignment, we will arrange for you to take an extra day and bring the work to my office. Is that acceptable to you?"

Buffy just stood, mouth gaping, and stared at the woman she'd thought was a demon. When the professor began to frown, Buffy shook herself out of her stupor and nodded vigorously. "Yes. Yes, of course it is. And thank you." She turned and ran out of the room before the teacher could change her mind.

Willow stood up from the bench she'd be waiting on. "So, are you in big trouble? What did she say?"

"She said she knows I'm the Slayer and she's giving me an extra day to get work in any time I need one." Buffy waved the test. "And I get to study for this and take it over tomorrow."

"Wow. I don't suppose you mentioned that you have a friend who's a witch and helps you out sometimes…."

Buffy rolled her eyes. "You mean my friend the genius, who is so smart this school practically paid her to come here? That friend?"

"It was just a thought. Even geniuses can use a day off once in awhile."

"Sorry, Wills. I just grabbed my test and ran."

"Oh well, it was just a thought. Hey! Maybe you can get Spike to help you out tonight. Instead of studying demons, you can study Shakespeare."

"You really think Spike's going to be willing to do the study-buddy thing now? He was really ticked off last night…."

"He was really hurt last night. I'm sure when you apologize for—"

"When I what?"

Willow heaved a sigh. "Apologize. You know, tell him you didn't mean to sound like he wasn't any fun and that you didn't enjoy the evening. Give him some reason to think you're really sorry you said what you said."

"I _am_ sorry. But I don't know… apologizing to Spike… It could set a whatchamacallit… precedent!"

"Just explain to him that he shouldn't get used to it," Willow said with a snicker. "It's not like that wouldn't be true."

"Very funny." Buffy sighed and stopped. "I guess I should go find him and see if he'll do it. If he won't, I'll have to… I don't know what I'll have to do…"

"Read the play yourself?"

Buffy shuddered. "Apologize to Spike it is. I can do this."

"You can do this," Willow agreed. "Do you know where to find him in the daytime?"

"Yeah. He found a crypt in Restfield. I made him tell me where it was so I could check up on him." When Willow looked at her with raised eyebrows, Buffy hastily added, "You know, in case the chip stops working or something. It's important that I know where to find him."

"Not saying a word…" Willow mimed zipping her lips. "What do you want me to tell Riley if he asks where you are?"

"Oh, crap, Riley. I forgot all about him." Buffy ignored Willow's shocked expression. "Tell him I'll… I'll catch him later today or tonight. I mean Spike might not want to do this right now, if he's sleeping or something, so I don't know…"

"Okay. I'll just tell Riley you're working on an important assignment and you don't know when you'll be back on campus."

"Exactly."

"Tell Spike I said 'Hi'," Willow said as she turned to go to her next class. "And tell him I still want him to be our study-buddy – assuming he isn't still too mad to talk to you," she added, remembering the vampire's uncertain temper.

Textbook in hand, Buffy approached the crypt Spike had described to her. She shuddered as she pushed open the inner door, wishing she'd brought a flashlight. The small amount of light coming in the door and the filthy windows only made the interior murkier.

"Spike? Are you here?" The only reply was a groan from deeper in the room. Moving cautiously, Buffy entered, relieved when her eyes began to adjust to the gloom. She could see a figure huddled on top of a stone sarcophagus and approached it, all her senses alert. Her neck told her it was a vampire, and something familiar about the tingles told her it was probably Spike.

"What's wrong? Are you sick?"

As her eyes adjusted to the gloom, she reached for his shoulder and rolled him towards her, flinching when she saw the swelling and cuts on his face. His eyes were shut and she wasn't sure if he was even conscious. She spotted a candle on a stone shelf and brought it closer to the sarcophagus while she looked around for matches. Finding none, she checked the pockets of Spike's coat, sighing in relief when she found his lighter and used it to light the candle.

Setting her book on a nearby table and holding the candle in the air, she took another look at him in the flickering light. Blood on his chest and hands as well as his face made her frown and look around for something to set the candle on. She set it on a corner of make-shift bed and pulled Spike's ripped shirt the rest of the way open, shuddering at the additional bruises and cuts she found there. She lightly ran her hands over his ribs, biting her lip when she felt the broken ends pushing against his skin.

"What the hell did this to you?" she whispered, wondering what, if anything, she should do. The only response was another moan and an attempt to shift his position, which brought on a pained gasp. His eyes slit open as far as they could, given the swelling around them.

"Slay—?" he tried to say, his bruised lips barely moving.

"Shhh," she said, touching his shoulder. "What happened to you? Wait, never mind. Don't talk. What do you need? What should I do?"

"Make up… bloody mind," he gasped.

"I'm sorry," she said, the apology slipping out without thought. "I don't want you to hurt yourself any more than—but if you tell me what I can do…."

"Blood," he said. He fixed one barely-open eye on her. "… good stuff."

"Okay. I'll go to Willy's and—you didn't get like this trying to clear out Willy's by yourself, did you? Cause he's not gonna want to give me blood for you if—" 

"Didn't wreck… place. Didn't go…"

His eyes drifted shut again, and Buffy decided not to ask him any more questions. She patted his shoulder again, then moved the candle back to its shelf and left the crypt. She ran most of the way to The Alibi Room, only slowing when she was in the parking lot. She walked straight up to the bar and grabbed the owner by the arm, dragging him past the few curious customers sitting around so early in the day and into his office.

"Blood. The good stuff. Gimme all you've got."

"Have you been turned, Slayer?"

"Don't be stupid. I just walked here in the daylight, didn't I? Just give it to me."

"What for?" At her narrowing eyes, he quickly back-tracked. "Yeah, sure. Just a second." He went to a small cooler and reached in for a bag of blood, yelping when Buffy reached past him and picked up the cooler. "Hey, Slayer! I need—" He broke off when she glared at him. "Right. You obviously need it more than I do."

"I'll bring your cooler back," she said as she went out of his office.

"You do that," he muttered, watching her leave the building.

Moving as quickly as she could with a full cooler swinging from one arm, Buffy made her way back to Restfield. She pushed the crypt door open with her free arm, kicking it closed behind her without turning around. The candle was still flickering, allowing her to look around the surprisingly large area. She spotted a few more candles and quickly lit them, throwing the room and its inhabitant into much sharper focus. She saw no sign of something to use to feed Spike the blood, so pulled a bag out and held it near his face.

"Come on, Spike. Wake up. I brought you some blood, but you need to sit up." There was no response from the inert vampire. With a sigh, she slid one arm behind his shoulders and lifted him into a semi-sitting position. He had gone into game face at her touch, but still seemed unconscious. She rubbed the top of the plastic bag against one exposed fang, uttering a quiet "yes!" when it ripped open.

She dribbled some of the blood onto Spike's lips, waiting until his tongue snaked out to lick them before moving the bag back into place. As soon as his demon realized what was in front of him, it was easy to finish the feeding. All she had to do was pour the blood into Spike's open mouth and watch him swallow it down. When the bag was empty and he began to growl, she shook him. "Just hold your horses. I have to get another bag out," she snapped. "And stop growling at me!"

She knew she was being unfair, that the growling was coming from an injured demon and Spike probably had no idea he was doing it, but the idea that he would growl at her while she was feeding him had brought an automatic reaction. She dropped the empty bag and reached down for another one, keeping one arm behind Spike's shoulders. When she stood up, Spike had his eyes open and was staring at her with a puzzled expression on his face.

"Slayer? Where'd you come from?"

"Don't you remember? I was here before and you told me you needed blood. So I went to Willy's and got you some blood. Now here, open this one." She pushed it against his mouth, smiling when he automatically bit into the bag and began to drink. By the time he'd finished half of it, he was able to hold the bag himself and Buffy just kept an arm behind him to help him stay upright. When he'd finished it, she started to reach for the cooler again, but he shook his head.

"Give us a minute, luv. Need to let that do its work." His eyes drifted shut again, so she gently lowered him until he was lying down again. He sighed, wincing as bones tried to knit.

"What's wrong?" Buffy's hand went back to his chest where he was resting one hand on his ribs.

"Nothin' Ribs are healin' is all," he said, biting his lip. "Stings a bit."

Buffy frowned and pushed gently on one of the ends sticking out. "Shouldn't we tape these into place or something?" she asked, running her hands over his rib cage as his own hand dropped.

He tried to shake his head, winced and said, "No. They'll go back on their own. Just need to not be moving around much until they line themselves up."

"Huh. That's pretty cool. My bones don't do that. They heal fast, but they have to be set."

Without replying, he moved one hand toward her face. "Can't believe you're feeding me," he said, his eyes still shut. "Must look really bad to be getting' this kind of attention…."

"You do," she said shortly. "You look like you should be dead…er…deader. Are you ready to tell me what asses I have to kick for this?"

His smile was sad as he opened his eyes to meet hers. "Think you already have, Slayer. Although, if you want to give them an arse-kicking reminder…."

"Remind—? Riley? Riley's men did this?"

"Them or some of their mates. Were definitely the overgrown, overfed soldier boys. Knew what I was too, and they knew I couldn't fight back. Used me as a punching bag until I vamped out at 'em. Then they left me screaming and holding my head – walked off laughing." He snarled as best he could through his torn lips. "When I get this chip out…."

"Shhh…" She stroked the side of his face until he stopped growling. "You need to stop saying that. If you get the chip out, I'll have to stake you."

"You'd stake me?" He raised the hand holding the empty blood bag. "Why are you helping me if you still want to stake me?"

"I didn't say I _wanted_ to stake you, I said I'd have to. It's not the same thing."

"I'd be just as dusted – assuming, of course, that you could take me."

"I could take you, Spike. Don't ever doubt it. I'm not that little girl you found on Parent Teacher Night. I've kicked your ass a couple of times since then; I can do it again."

He stared into her steady gaze, then nodded. "Reckon you could at that, luv. It's not like an ex-fiancé would be as hard to kill as the love of your life. Sent him to hell, didn't you?"

"I did." She turned away. "I did what I had to do." She whirled back to catch him watching her with an expression she couldn't interpret. "I'll always do what I have to do, Spike. It's who I am. It's what I am."

"It's not all you are, Slayer. Not by a long shot." He dropped the empty bag on the floor, struggling to push himself into a sitting position. Buffy immediately darted back to his side and put her arm behind him for support. He turned his head, putting his now-human features right in front of her face as she held on to his shoulders. It was the first time they'd been so close since the spell that had made them spend an entire evening snuggled into a comfy chair together.

Spike's Adams apple bobbed as he swallowed hard, his eyes focused on Buffy's mouth. She gasped, her tongue licking her suddenly dry lips as she stared at the naked lust on the vampire's face. They remained frozen like that for several seconds until Buffy found her voice.

"D…do you want another bag of b…blood?"

Spike took a deep breath and turned his head away. "Not what I really want just now, but I suspect it would be better for me… Yes, luv. Another bag of blood, if you don't mind."

"Here." She thrust another bag of blood at him, turning away as soon as he took it and fussing with closing the cooler. "There are a bunch more in here. Let me know when you need another one." She picked up her textbook and, more to avoid looking at Spike than anything else, sat down against the wall under the largest candle. "As soon as you can reach them by yourself, I'll get out of your… I'll leave you to rest."

She kept shifting her eyes to Spike until she was sure that he was going to be able to open and hold the bloodbag by himself, then opened her book to the middle of the first act of Hamlet and began to read. There was silence in the crypt while Buffy tried to concentrate on the intrigue going on in a Danish castle and Spike sipped at his third bag of human blood. When he'd finished it, he laid back down to let the blood do its work, turning his head to watch Buffy.

A small frown creased her brow, and she would occasionally grab her lower lip in her teeth as her eyes flew over the pages. He watched her silently until her frown deepened and she was clearly rereading something several times. He made a small sound that brought her eyes flying to his.

"Are you okay? Do you need me to get you more blood?"

"No, thank you, luv. I was just wondering what had you so bogged down there…." He looked away, giving what he hoped looked like a casual shrug. "Thought maybe I could help you out with something…."

"I thought you were too mad at me to be my study-buddy," she said, staring at the back of his head. He turned it and peered at her over this shoulder.

"If you thought that, why'd you have old Will tucked under your arm when you got here?"

"I… I was going to try… I thought maybe if I…." She took a deep breath and steadied her gaze. "I was going to apologize for what I said last night. I didn't mean it, I was just trying to make Willow think—"

"You didn't want the Scoobies to think you could enjoy the company of an unsoulled vamp. I figured it out, pet. Was brassed off for a while, but I got over it."

"You did? When?" Buffy's mind went immediately to their unsuccessful study session the night before, and she wondered if she should have chased him down.

"'Bout the time you ran in here carrying Willy's entire supply of O neg. Not the first thing I'd expect from the Slayer, is it?"

"You thought I'd just leave you here like that? That I'd just go, 'Oh, Spike's too hurt to help me out. Too bad, guess I'll go find somebody else.' That's what you think of me?" The disappointment on her face had him quickly backpedalling.

"Don't look at me like that, luv. Know what a caring person you are, know how you take care of anybody you… well, the world, I guess, isn't it? But I'm just an old vamp that you're allowin' to live because you know I can't hurt anyone anymore. Letting me live and helping me do it are two very different things, yeah?"

"You think I'd leave somebody I… I know… injured like that if I knew how to fix it?" Her eyes were wide and fixed, bright with tears that she hoped he wouldn't notice – but he did.

"Bloody hell, Buffy."

He groaned and slid off the sarcophagus, collapsing before he got all the way to her. While she bit her lip, torn between helping him and kicking him away, he crawled the rest of the way to the wall and pushed himself up to sit beside her. Resting his head on the stone behind them, he became still as only a corpse can, then put his hand over the one she was using to hold her place on the page. He patted it, giving a small squeeze before moving his hand back to his own leg.

"I'm sorry, luv. You're absolutely right. I should have known you wouldn't leave a frien—someone you know—in pain if you knew how to fix it. And you did fix it," he said, giving her a little nudge. "Look at me. Little bit ago, I wasn't even conscious, and now I'm volunteering to teach you to appreciate Shakespeare. All because the Slayer brought me blood." He gave her a glance from the corners of his eyes. "I'll bet you didn't pay the old thief for it either, did you?"

Buffy gave a half-hearted giggle. "Nope, I pretty much just walked out with it." She slid her eyes to the side to meet his. "I think you're a bad influence on me."

"Jus' helping you get that stick out of your arse," he said, flinching when her eyes suddenly narrowed.

"As apologies go, that one sucked," she said, scooting away a few inches.

He sighed. "It did. I'm sorry. Again. Apologizing's not somethin' either one of us is used to, is it? Not to each other, anyway…." He smiled at her. "I'll try to get better at it."

"Or, you could try not to say things you'd have to apologize for…." Buffy's lips twitched as she fought a smile of her own.

"I s'pect I'll have more success perfecting my apologies than I will remembering not to say things to brass you off."

She gave an unlady-like snort. "You're probably right." She sighed and held out the book. "So, you think you can help me understand what's going on here before tomorrow morning?"

Buffy left Spike's crypt as the sun began to go down, giving him strict orders to stay in for the night and get better.

"I'll come back tomorrow with more blood, and you better be here getting better – not out somewhere getting beat up again."

"Yes 'm, Slayer, ma'am," he said, giving her a mock salute. "Got no plans to do anything but drink up Willy's nightly profits and let my bones mend. By the time you get back tomorrow, I'll be my handsome self again."

Buffy rolled her eyes. "Just be normal looking, 'k?"

Laughing at his growled "That _is_ my normal look," she slipped out the door, closing both the interior and the heavier outer door behind her. It occurred to her that the Initiative soldiers might well decide to investigate a large crypt if they noticed it had an open door. Smothering the thought that she was protecting one of the creatures she was sworn to destroy from her boyfriend's men who were, in theory, on the same side, she hastened away from Restfield.

**Chapter Five**

Later that night, after a tense dinner with Riley in which she'd ordered him to leave Spike alone and he told her she didn't own Sunnydale or the vampires that lived there, she went looking for something to take out her anger on. Two cemeteries and several dusted vampires later, she was feeling much better when she ran across a small squad of commandoes surrounding a wrinkled demon who looked much like Spike's description of his friend.

"Clem?" she asked, shouldering her way through the surprised commandoes.

"Yes," he said, nodding vigorously. "I'm Clem. Nice to meet you, Buffy." He eyed the soldiers, now readying a big net and moving closer. "Are you with them?"

"No, I'm not." She turned on the soldiers. "You guys don't need this one. He's harmless – and friendly."

"What difference does that make?" The man holding the net looked at his men and laughed. "We don't have one like this. Maggie likes getting new species to work on."

"He's not dangerous," Buffy said, slowly and distinctly. "There's no reason for you to take him anywhere."

"Look, blondie," the man said. "You might be able to tell Finn what to do, but this is my squad and we don't take orders from college coeds, no matter how tough they think they are."

Buffy's eyes narrowed. "Clem, why don't you check out Res—" She stopped, realizing she would be giving away Spike's location. "Why don't you go find a friend to visit for a while? Just till it's, you know, safe to be out and about."

"But … you…" Clem looked from Buffy to the burly men glaring at her.

"You know who I am, don't you?"

"Oh, yeah. Everybody knows the Slayer, but Sp— my friend would never forgive me if I ran off and left you by yourself."

"Trust me. If he was here, he'd be sitting on a tombstone, watching the show. Go. Now."

While the commandoes' attention was on Buffy and the way she was settling herself between them and the demon, Clem was able to step away and begin running with surprising speed for someone with his size and build. In no time, he had disappeared into the trees and they could no longer hear or see him. With a furious shout, the squad leader turned on Buffy.

"You stupid bitch! You let him get away!"

"Uh, yeah. Kinda the idea. You know – he's not dangerous, you shouldn't capture him? Wasn't I clear about that?"

"I don't care if you are Finn's fuck-buddy, you ever get in my way again, you're going to find yourself in a cage, lady."

Buffy's expression hardened and her voice was low and carried an authority that made all the men step back. "Before you go making threats like that, I think you should talk to Riley and his squad. It might be harder than you think."

Buffy turned her back to leave, a sense of movement and a swishing noise her only warning that they had cast the net at her. Dropping to the ground, she rolled quickly enough that it hit her on the shoulder and slid off. She continued her roll, coming to her feet and facing them, her expression temporarily freezing them in their tracks.

"Get her!" The man in charge ran at her, forgetting about the net on the ground. His foot tangled in the mesh and he went down, cursing and reaching for his weapon. With one kick, Buffy knocked it out of his hand and into the bushes several feet away. Seeing their leader on the ground, the other three charged her, only to find themselves being flung almost as far away as the weapon. Using their own momentum, and her Slayer strength, Buffy was able to separate them so that she could punch each one quickly and efficiently. Very shortly, the only one left conscious was the one trying to get his foot out of the net.

He glared at her, but climbed to his feet well away from her powerful fists.

"This isn't over," he said.

Buffy just shook her head and began to walk off. "Tell that to the guy behind you," she said, gesturing with her thumb at the newly-risen vampire approaching him. "Maybe he'll listen to you."

She left the area, but circled back to make sure the vamp didn't get lucky and manage to kill one of the groggy commandoes, now all on their feet and reaching for their stakes. As soon as she saw that they were recovered enough to be capable of defending themselves, she began to jog towards Restfield Cemetery.

She got to Spike's crypt just in time to see him come running out the door with Clem right behind him. The wrinkled demon was armed with a baseball bat, and Spike was carrying a sword. They stopped when they saw Buffy facing them, hands on her hips. "Just where do you think you're going?"

Spike exchanged looks with Clem and shrugged, dropping the sword's point to the ground. "So, you're okay then?"

"Of course I'm okay. What are you – Angel? There were only four of them, and they're just humans. Little stronger than most, but…."

"They're a good bit stronger than most," Spike said, "And you won't kill humans, so there's always the chance one of them could've got lucky while you were busy trying not to break him."

Buffy looked back and forth between Clem with his baseball bat, and Spike with the sword he would have been lucky to get one swipe with before his chip incapacitated him. The warmth of gratitude fought with the irritation she felt that they'd thought she needed to be saved. She shook her head and sighed. "Let's get back inside – just in case they aren't the only squad out tonight."

Spike held the door, waiting until she and Clem were both inside before pulling the outer door shut. He grabbed the only lit candle and gestured toward the back of the big room. "Found something," he said. "Place we can be where the light won't show outside."

Buffy watched with curiosity as Clem sat down and slid, disappearing into the floor with a muffled thud. She followed Spike, peering over to stare into the darkness below. "Wha—"

"Trust me, Slayer. Just let me go first, yeah?" Spike turned and dropped into the hole, the candle almost winking out as he did so. Within a few seconds, the light steadied and increased as he obviously lit more candles. "Okay, Slayer. It's not that far," Spike said, his voice floating up to meet her. "Come on down. I'll catch you."

"Right. You'll catch me. With broken ribs."

"The ribs are much better, luv. Just let yourself drop down here."

She looked over the side and saw it really was only ten feet or so to the floor below, and that Clem and Spike were standing just beneath her.

"Okay. Get out of the way." Without waiting to see if they'd obeyed, she jumped forward in a small arc and let herself drop through space, bending her knees and landing easily. She straightened up and looked at Spike who had grabbed her arm to steady her. "I'm okay," she said, smiling to show him she didn't really mind the hand she had no need of.

"Nice jump, Slayer," he said, dropping his hand and moving away. "Sorry it's so primitive down here, but I've got plans for it." He gestured around the large, cave-like room. "Some carpets on the floor, a bed, some other furniture, maybe some drapery on the walls… Could make a right comfy bedroom for a vampire."

"Where does this go?" Buffy was peering into a dark area that seemed to have no end.

"Don't know for sure, yet, but I know it goes into the sewers and other tunnels. It should mean I can get around town in the daytime without actually going outside until I get where I'm going. Thought I'd check it out tomorrow. See how far I can go and still find my way home."

"Couldn't something nasty find its way right to your bedroom?"

"That's what I keep telling him," Clem said. "It's handy, but not very safe."

He shrugged. "Can right now, but that's the first thing I'm going to fix. Here, look." He tugged her hand and pulled her farther into the dark tunnel. "I don't think I'm the first one to live here. At one time, there was a gate across here. See where the fencing goes into the walls?"

"Spike, it's dark in here. I can't see anything." He turned golden eyes on her, managing to look contrite in spite of his vampire features.

"Sorry, pet. Forgot you couldn't see me as well as I can see you. I'll show you later when I have light down here."

All three of them turned around and walked back to the candlelit main room. Spike gestured at the hole in the ceiling. "First thing to do is make a ladder or some stairs. Clem's brother is a carpenter, he's going to help me build it."

"Maybe Xander could help… never mind. I guess that's a stupid idea."

"Don't think Harris is quite as accepting of my hanging out with you white hats as Red and the Watcher seem to be," Spike agreed. "Really can't imagine his reaction to being asked to help my with my new home." His eyes grew thoughtful. "Although, if I threatened to move back in with him if he didn't help me…."

Buffy giggled in spite of herself. "That might do it," she agreed. "I can't believe Giles sent you to stay with Xander when Olivia was here. Talk about your Odd Couple."

"I was a perfect house guest. I don't know what his problem was," Spike said, his attempt to look genuinely confused and hurt causing Buffy and Clem to both laugh out loud. When the laughter, which Spike reluctantly joined, had died down, Buffy brought them back to the night's events.

"Okay, so here's the deal. Some of these guys aren't as nice as Riley is. And they don't seem to care who or what they get in their nets, so until I can get this straightened out—"

"Did they try to capture _you_?" Every trace of laughter was gone from Spike's voice.

Buffy shrugged. "I guess so. He said he'd put me in cage if I interfered again, then I told him that might be harder than he thinks and they tried to net me when I was walking away… I guess they almost did, actually." She smiled at Clem. "I might have been pretty happy to see you guys if they had." She glanced at Spike, from whose throat a steady snarl was coming. "Although I don't know what you thought you were going to do with that sword. You know your chip probably would have fired as soon as you even thought about whacking somebody with it."

"Coulda taken at least one of them down with me," Spike said, hanging his head at the truth in her words. Buffy looked at his dejected posture and without thinking moved close enough to touch his arm.

"Hey, how about you watch my back against vamps and demons, and let me take care of any bad guys that might give you a headache. Is that a deal?"

"Not if they're trying to hurt you, it isn't," he mumbled, realizing what he'd said when she dropped her hand and stared at him. "I mean, I owe those wankers," he said quickly. "Don't care if you think they're good or bad, I'll tear their entrails out and feed…." His voice trailed off as Clem shook his head and Buffy sighed.

"Quit while you're ahead, Spike," she said, giving him the same sort of light cuff that she'd used at Thanksgiving. He tried to hide a smile as he cleared his throat.

"Right, quitting now… " He stared at Buffy. "Are you admitting they aren't quite the white hats you think they are?"

She sighed again. "I don't know what to think, but if I get a chance to get in there and see what's going on, I'm going to bring it up. There's no good reason for them to be capturing or killing anything that isn't dangerous or evil. I just need to make Professor Walsh understand that and I'm sure it'll be okay."

Spike snorted and leaned against the wall to light a cigarette. Clem shrugged and said, "I guess in the meantime I can use the tunnels to get home. Can I borrow a candle, just till I get to the sewers? My eyesight's good, but it's not as good in the dark as yours."

"Sure. Here." Spike lit an extra candle and handed it to his friend. "Just watch yourself out there for awhile, mate."

"Likewise," Clem said, waving as he started into the darkness. "Nice to meet you, Buffy. And thanks for the rescue."

"You're welcome, Clem. It was nice to meet you too." Buffy waved back and watched as he disappeared down the tunnel. She turned back to Spike who was smoking his cigarette and staring at her. "What?"

"Nothing, luv." He tossed the cigarette to the floor and stepped on it. "Shouldn't you be heading home to rest up for that test tomorrow?"

"Are you trying to get rid of me?" she teased, mentally chastising herself for being flirty with the vampire.

"No," he said. "Just don't want to see all my hard work go to waste because you were too sleepy to do a good job tomorrow."

"Uh huh…" She gave him a doubting look, then frowned. "You _are_ going to stay here after I leave, aren't you? I don't want all that blood to go to waste, and you still look like crap – no offense."

"None taken, luv. Yeah, I'm plannin' on staying here. Gonna start bringing my stuff down here and work on making it comfy. I won't need the light after you leave, so I won't attract any attention. Gonna be out of blood by tomorrow, though, so I'll have to go out tomorrow night." He paused, then put on his most casual air as he said, "Might be a good chance to catch you up on some more demon types. If you don't already have plans…."

Buffy nodded. "'K. I'll come by on my way to Giles's and let you know how you did as a tutor." If either one of them found it strange to be making plans to go out again the next evening, they didn't mention it. Spike just nodded and offered to toss her up to the floor of the crypt. Buffy eyed the distance and shook her head. "I think I can make it. I might not be able to jump like a vamp, but I can make that one."

Spike shrugged. "Alright, Slayer. Let me go first then, just in case you need catching." He flexed his knees and left the ground as if he weighed nothing. He landed lightly on the floor above and turned to grin down at her. "Let's see you do that, Slayer."

With a glare, Buffy bent her knees and leapt up, landing on her knees at the edge of the hole. Strong hands had her shoulders and strong arms lifted her away from the opening. When they were safely turned away from the entrance to the lower floor, Spike let her down, holding her in place for a few seconds before dropping his hands to his sides.

"Not too bad for a human," he said.

"Yeah, well, thanks for the catch. I don't think I would have fallen back in, but it was nice not to have to worry about it." She gave him an embarrassed smile, surprised when he seemed as embarrassed as she was. He quickly recovered his usual snark.

"No problem, luv. Couldn't have you splattering yourself all over my new bedroom, could I?"

Buffy made a face. "On that disgusting note, I think I'll head back to the dorm and see if I can sleep without dreaming about castles and moats and ghosts and… " She shook her head. "Good night, Spike." Buffy moved toward the door, her steps becoming slow and tentative as she turned away from the glow of the lower level and her eyes tried to adjust to the darkness between her and the door. She cursed when she ran into one of the few pieces of furniture Spike had scattered around the big room.

"Here – hold my arm." Spike was suddenly beside her, taking her hand and laying it atop his forearm. "I can see better than you can."

They made their way across the open space, pausing when they reached the inner door, by which time Buffy's eyes had adjusted to the gloom, and she took her hand off his arm.

"Moon's coming out now. Shouldn't be hard to see once you get outside."

Buffy nodded then cocked her head at him. "It's not like I don't appreciate this weird new behavior of yours, but this isn't my first time walking through a cemetery in the dark you know." She smiled to let him know she wasn't making fun of him, but he stiffened and drew away. She sighed. _I've done it again._

"Look, Spike. I'm not saying I don't appreciate it… or… or like it, but it's just weird, okay? We hate each other. Remember? You're the evil and annoying vampire and I'm the self-righteous bitch who hits you a lot."

"Is that who we still are? Cause I'm looking at the girl who took care of an evil and annoying vampire when he needed it. The same girl who backed down armed men to let a demon she'd just met escape from her boyfriend's mates." He reached a hand toward her, brushing her cheek and pulling it back before she could object. "I'd like to think we've moved beyond hating' each other. Might not be friends, but…."

"Is that why you were on your way to fry your brain by helping Clem rescue me?"

"Maybe. Maybe I just wanted an excuse to kill one of those wankers."

"So you weren't trying to save me?" He growled when he heard the barely contained amusement in her voice.

"You know I was, Slayer." He growled again. "But if you tell anyone about it, I'll have to kill you."

She laughed softly and patted his cheek. "Okay, Big Bad. I won't tell. I don't want to ruin your reputation."

"See that you don't," he said, resisting a frightening urge to hold her hand against his face while he kissed her palm. Horrified at himself, he stepped away and opened the door for her. "Out you go, Slayer."

"Good night, Spike."

"Good night, luv. Stay safe." His voice was so low she wasn't sure she actually heard him, but common sense told her she'd already spent more time with him than she should have in one twenty-four hour period, so she didn't turn around.

**Chapter Six**

Giving Willow an abbreviated version of the day's events, Buffy just shook her head at the questions about Clem and the soldiers and, pleading exhaustion, went to bed. Where her dreams contained more snarky, blond vampires with sexy chuckles than they did scenes from Hamlet.

In spite of the lack of Shakespearian dreams, Buffy felt she'd sailed through the test – waiting anxiously for Professor Brandon to glance over it. When she looked up with a satisfied smile, Buffy relaxed and beamed. "So, did I do okay this time?"

Professor Brandon nodded. "You did very well. Even the essay question was answered with detail and thought that I have to admit, I wouldn't have expected."

Coloring, Buffy remembered Spike's easily understood explanation of why Hamlet said and did so many of the things she didn't understand. "I… uh… I have a… friend… who knows a lot about Shakespeare, and he helped me understand the play."

"Oh, a tutor? Well, that's not a bad idea for someone in your special circumstances. Is it that handsome young man who often meets you after class?"

"Handsome man—? Oh, Riley. No. No, it's not Riley. He's just my boyfriend. The guy who's helping me is an old… Just somebody I've known for a while who knows a lot about English Literature. He's British," she finished brightly as if that explained everything.

"Ah well. He's doing an excellent job. Give him my compliments. I could use an assistant who can discuss and explain Shakespeare in that kind of depth." She waited patiently for Buffy to offer more information, but when her comment was greeted with wide-eyed panic, she shrugged. "Well, that's it, then. I'll expect to see you in class tomorrow."

"Yeah – I mean, yes. I'll be there. And thank you."

Buffy met Willow for lunch and they walked together to their Psych class.

"So, Dr. Walsh is some kind of mad scientist? And she doesn't just run her experiments on evil creatures? That's kind of scary. What if she wants to study you?"

Buffy shrugged. "Between Riley's squad and those jerks I beat up last night, I wouldn't think any of them would want to get near me." As they entered the building, the girls saw Riley standing outside the room staring at them, a strange expression on his face. "I'm going to tell Giles about it tonight, though. In case he wants to let the Council know about the new demon hunters in town."

Before the girls reached the door to the large lecture hall, Riley ducked inside without speaking to them. They exchanged looks, then entered the room and sat midway up the tiered seating. Riley was standing near Dr. Walsh, obviously engaged in a heated conversation. Buffy narrowed her eyes when they both turned to stare at her.

"I wonder what those creeps last night told him? _If_ they told him anything. The squad leader said some pretty nasty things – I don't think he likes Riley very much."

Willow nodded. "Maybe the other guy is jealous because Riley has a girlfriend. A girlfriend that can beat him up." She frowned. "Seems weird that he didn't even say hi to you, though. You don't think that guy told a bunch of lies that Riley believed, do you?"

"I don't know what he could have said. All I did was keep them from taking in a harmless demon to experiment on. If they'd left Clem alone like I told them to, I wouldn't have had to hit anybody."

"And they wouldn't have tried to capture you," Willow pointed out. "That's really the biggie – they knew who you were, and they still tried to catch you like you were some kind of demon or vampire. Riley should have kicked their asses again when they told him they tried to capture you."

"You'd think." As Dr. Walsh stepped to her podium and turned on the screen behind her, the girls stopped talking and took out their notebooks. All during the lecture, which ended earlier than usual, Riley just stared at Buffy, looking away every time she tried to meet his eyes. When the class ended, he remained at the front of the room with the professor, still not saying anything to Buffy or Willow, or even acknowledging their presence.

Willow studied Buffy's hurt and puzzled face as they walked out of the building. "I'm sure he's got a good reason for behaving like that," she ventured. "He'll probably call you tonight to explain and apologize."

"I have plans for tonight," Buffy said. "Too bad for him."

"You don't want to hear why he's being such a poophead?"

Buffy sighed. "It's because he's a guy. It's what I do to them. Start dating Buffy and immediately turn into a poophead. I think it's some kind of spell the Council puts on slayers so we can't have real lives."

Buffy attended one more class, grabbed some food in the cafeteria, and went back to her dorm to change clothes. She stared at the phone, but it gave no sign of ringing. "Buffy plus boyfriend equals suckage," she muttered. "I'm definitely blaming the Council."

She dressed quickly, putting on black jeans and a long-sleeved red tee shirt. Adding a black denim jacket, she tucked her stakes in and around her body and left the room. At the last second, before pulling the door shut, she dashed back in and grabbed a dark scarf, stuffing it in her pocket.

As she walked down the stairs, she happened to glance out a window to see several black-clad men lurking behind cars and bushes. The chill that ran up her spine at the sight was enough of a warning for her to turn away from the main exit and sneak to the other end of the building. Careful study of the small emergency door and the area outside it seemed free of black-clad soldiers and she slipped out of the building and sprinted into the nearby bushes.

She was very grateful for her color choices that evening as she heard voices approaching and realized the commandoes were planning to stake out the door she had just used. Covering her bright hair with the scarf, and pulling it across her face, Buffy faded back into the shadows, moving slowly and silently until she was far enough away that she thought she could outrun them if necessary.

She ran the whole way to Restfield, pausing only to stake a waiting vampire and the newly-risen one he was helping out of the grave. She had an uncomfortable moment as the newbie cried, "Dad!" when the first vamp turned to dust, but his immediate attempt to bite her was a reminder that, related or not, they were evil and dangerous creatures that it was her job to destroy. She reached Spike's crypt, yanked the outer door open far enough for her to slip in and shove the inner door out of her way.

Spike's head appeared in the glow from the lower level. "Slayer?"

"Yeah, it's me. Get out of the way, I'm coming down there."

He blinked at her abrupt demand, then disappeared. "There's a ladder now, Slayer. You don't have to jump."

"Oh. Well… good." She looked at the crudely put together pieces of wood and bit her lip. "Are you sure you don't want Xander to help you with this?" she asked, stepping gingerly on the top rung.

Spike shrugged and stepped back where he could watch her descend. "I might bring it up tonight. Clem's brother's a nice guy, but his idea of building something…"

Buffy reached the bottom, one foot still raised to the last rung, stretching her jeans over her rear. She turned her head to look at Spike only to find him staring intently at her ass. She sighed and blushed. As seemed to happen so often lately when she was around Spike, she found herself annoyed and embarrassed in equal parts.

"Spike! Stop staring at my butt and finish your sentence!"

"Huh? What sentence?" As she planted her foot on the floor and turned around, hands on hips, he raised apprehensive eyes to her face. When he saw more blushing embarrassment than anger there, he relaxed and shrugged. "Your arse is very watchable, Slayer. You must know that or you wouldn't wear such tight trousers."

"I don't wear…. Okay, maybe I do. But _you_ shouldn't be looking at it."

He gaped at her. "What do you think I am… a eunuch? Just cause I can't kill anymore doesn't mean I'm completely neutered, you know."

"Oh, trust me, I know…." she muttered, turning away from him, forgetting about his vampire hearing.

"Remember that, do you?" he crooned, moving closer to her and laughing when she whirled around with wide eyes and a face that had once again gone very pink. "Wasn't sure if you'd really forgotten, or if you were just hoping I would."

"We agreed we were never going to talk about anything we said or did during that spell," she said, glaring at him.

"Hey, I didn't bring it up, you did."

"I didn't mean to! I didn't know you could hear me. I wasn't talking to you, I was talking to myself, so… so it doesn't count!"

Buffy faced him, hands on hips, eyes narrowed and making it very clear it wouldn't be in his best interests to continue the conversation. He remained standing very close to her for several seconds, then sighed and moved away.

"Alright, Slayer. So, what brings you here so early? It's barely dusk – wasn't expectin' you for another hour or more."

"Oh. That. Well – first off, I aced the test! " Her expression changed to one of delight and he returned her smile. "The professor was really happy with it and she said… well, she thinks you're a pretty amazing tutor. I think she wanted me to tell her who you are so she could offer you a job as a TA or something, but I…."

"A job? Me?" He shook his head. "You told her to forget it, I hope."

"I didn't tell her anything. I just kind of let her hint drop to the floor and didn't pick it up."

"Good thinkin'"

"Well, yeah. I mean, it's not like you could work in a university anyway. You'd have to have some kind of degree… and a green card or a social security number… and references… and…" She peered at him. "You don't have any of those things, do you?"

He shrugged. "Can get most of them if I need them. Reckon the degree's got a little dust on it by now, though." Ignoring her surprised look, he patted his wallet. "Do have a drivers license, although I've never had to show it. Mostly if I got stopped I just ate the—" He stopped when the surprise changed to disgust and disappointment. "Not something you really need to know, I guess… and I've not done it recently!" he added quickly, when her expression became even more unhappy. "I'm not like that anymore."

"You're not like that because you have no choice," Buffy said, her shoulders slumping. "I don't know why I forget that sometimes." She turned away and stared around the room, avoiding his eyes and noting the other improvements he'd made. He'd moved a bookcase in from somewhere, and, oddly enough, a small desk. More candles were visible, both in dirt recesses he'd carved out of the walls and on all the flat surfaces. "Lots of candles," she said, still not looking at him. If she had, she would have seen the frustration and regret on his face – emotions that were gone by the time she did look him, replaced by his usual cocky smirk.

"I like light," he said. "Don't need a lot of it, but I like it." When she didn't respond, he sighed and pointed at the ladder. "Long as you're here, I guess we may as well head to your watcher's." He pinched out all but one of the candles, hissing when he burned his fingers.

"Yeah, I guess so," she said, going to the ladder and starting up slowly. "Don't look at my ass," she said, her voice colder than before.

"Wouldn't dream of it, Slayer." He moved up behind her. "But if you don't move it faster, I might bite it."

She froze, and for just a second he thought he'd gone too far, then he heard her muffled giggle and he smiled with relief. Without answering him, she pushed off, pulling herself past the last two steps with her arms and landing easily on the floor of the crypt. She turned to watch him appear right behind her.

He stepped into the room and stood with his head cocked.

"Am I goin' to need one of those apologies I've been practicing?"

Buffy frowned – "No, I thought it was funny. I know you wouldn't really do it. Why would you— you've been practicing?"

"Didn't mean the crack about biting your arse – although wouldn't be so sure I wouldn't do it, luv. It looks very bitable – I meant reminding you of what I am… used to be. Atmosphere got right chilly after that."

"Oh." She shook her head. "I'm not mad at you. I'm mad at myself for… " She looked up at his too pretty human eyes and said sadly, "You can be so… and then I…." She shrugged. "I let myself forget sometimes. And I can't. I shouldn't do that. When I forget what vampires really are, people die." At the devastated look on his face, which he quickly masked but not before she'd seen it, she stepped forward and touched his cheek. "I needed the reminder. I should be thanking you, not acting mad. Maybe I should be apologizing."

"I'm not him, Buffy," he said, catching her hand and holding it against his face. His eyes challenged her to deny that she was punishing him for things Angelus had done.

"No. No, you're not." She pulled her hand away and walked toward the door. "Come on, let's go. I've got more to tell you."

By the time they reached Giles's, Buffy had filled Spike in on Riley's strange behavior earlier in the day and the commandoes she'd had to dodge to get out of her dorm.

"So, the outfit isn't just because you wanted to dress in my favorite colors, then?" he teased, nudging her arm. During the course of the walk, they'd both relaxed back into the easy companionship that seemed to have grown between them in the weeks since Willow's spell.

"As if!" she snorted, then smiled. "Well, I was already planning to wear black, just not quite as much of it. I'm glad I did though. They probably would have seen me sneaking away if I'd been wearing something light colored."

"See? And you think I just don't have any imagination. I'm just always ready to hide."

"Probably a good thing right now," she said. "With them wanting to beat you up or recapture you. Keeping a low profile is in your best interest."

"Yours too, pet," he said, his voice suddenly more serious. "Sounds like they've decided you're on the wrong side."

"Dumb asses."

"Wankers," he agreed. "But dangerous wankers. You'll be careful, luv, won't you?" he was saying as he held open the door to Giles's apartment.

They stopped when they got inside, Buffy's gasp echoed in Spike's snarl. Giles was tied to a chair, his head slumped forward, clearly unconscious. His desk had been rifled through and his books were pulled out and scattered around the room. Spike slammed the door shut, locking it carefully and pulling the curtains closed.

Buffy had run to Giles and was trying to wake him up. When he moaned, she untied him and helped him move to the couch, then ran to the kitchen for a wet cloth and some ice. By the time Spike had finished checking the apartment for intruders and securing it as best he could, she was sitting beside Giles and holding the ice to his head.

"What happened? Were you robbed?"

"Your boyfriend and his harridan of a boss were here. When I wouldn't tell them where you were or when I expected you, they started going through my books. I think she took a few, but my watcher's diaries are locked up, so they didn't get anything too important." He sat up, holding his head and groaning. "Help me get to the phone," he said. "It's time to update the Council on what's going on here."

Buffy quickly told Giles about having to sneak out of her dorm, and about the attempt to capture her the night before.

"So, the girl whose job it is to protect the world's human population is now in danger from the very people she saves every night. Only in America."

Buffy glared at Spike's muffled laugh of agreement before turning back to Giles. "So, what can we do? I can't slay them, but I guess I can—"

"You cannot fight men with guns. I'm sure they would prefer to capture you alive, but—"

"Over my dead body." Spike's voice was all the more menacing for the uninflected coldness in it. .

Giles met his gaze for a long moment, confirming some things he'd been considering for some time as he'd spent more time with the unusual vampire. He nodded.

"Exactly. We cannot take that chance." He turned to Buffy, saying, "As much as I hate to tell you not to follow your instincts, in this case I am afraid I have to suggest that you keep a very low profile until we have the resources we need to take on a covert military unit."

"You want me to _hide_?

"You too, Watcher. I wouldn't count on them not coming back for you when they don't find Buffy."

Giles sighed and nodded. "Right you are, but I must communicate with the Council first. We may be in need of their assistance. I do not want Buffy facing them alone."

"She's not alone."

Spike and Giles exchanged stares for a full minute while Buffy looked back and forth between the two men, certain that some form of communication had just taken place, but not sure what it was. Whatever it was, a decision seemed to have been reached. Giles made his way to his desk and flipped through a small book there. Finding what he was searching for, he nodded and wrote something on a piece of paper. He handed the paper to Spike and said, "Do not make me regret this."

Spike read the name and address on the paper, frowning with confusion. His eyes went to Buffy, then back to Giles. "She trusts me now. I… I don't think I want that to change."

"You're turning it down?" Giles was incredulous. He shook his head. "That only proves it's the right thing to do. The enemy is human. She will need the extra backup this time."

"Know that. Didn't say I was going to turn it down. Just… she won't trust me anymore." The genuine anguish on Spike's face confirmed for Giles that he was taking a very small risk in trusting the vampire.

"Hello? She is right here in the room. What are you two talking about?"

"Nothing."

"Nothing."

Spike went to the door, pausing to look into Buffy's narrowed eyes. "Just remember, I didn't ask for this, luv." He glanced back at Giles. "I'll be back by morning."

"You're leaving? Where are you going? I thought we were going to kick some Initiative butt?"

"We will, Slayer. I promise you. Just don't start without me, yeah?" he said, reminding her of her words to him a few nights ago. He leaned forward, almost as if he was going to kiss her, then straightened and settled for using a finger to tip her chin up. "I mean it. Don't start without me." Without another word, he was out the door and gone.

Buffy shut her open mouth and fought back a sense of abandonment and disappointment. She pulled her shoulders back and walked over to Giles. Her first attempt at speaking didn't go well as she choked on the unexpected lump in her throat. She blew out a deep breath and tried again. "Are you going to tell me what that's all about?"

Giles looked at her and smiled his reassurance. "It's about keeping you as safe as possible until the Council can shut these people down. He'll be back. With luck, it'll be before we have to confront the Initiative and he will be bringing us some additional… manpower."

"You make it sound like we're going to be in a war."

"It would appear that the enemy this time is the military – or the secret branch of it that has set up residence in our city. I think we have to consider the possibility of finding ourselves in a war at some point. Your – one hopes, ex – boyfriend and his superior were much too confident in both my inability to hear what they were saying while I appeared to be unconscious, and in my lack of understanding what they were talking about." He picked up the phone and dialed a number he clearly knew well. "I don't bloody care what time it is there. This is an emergency. Get him up."

While he waited for the head of Council security to come on the line, he told Buffy some of what he'd learned from Riley and Maggie as they'd ransacked his apartment. "The harridan has concluded that the Council and its… employees… constitute an obstacle to her planned army of controlled vampires and demons, and she therefore wants to eliminate it…. Beginning with you."

He grabbed Buffy's arm as she tried to leave, muttering about what she was going to do to "that bloody bitch and her overfed minions". He shook his head at the obvious Spike influence, but smiled his agreement. "Right you are, Buffy. But we will need Council backup on this. If you go charging after her, you will just get yourself killed or captured and we will have accomplished nothing. The important thing now, is to let the Council know what's going on and then find a place to hide until they let us know how they want us to handle things."

"And what about Willow? And Xander and Anya? Riley knows they hang out here all the time."

"That's true. All right, as soon as I— Yes, yes I know what time it is. This cannot wait." Buffy paced impatiently as Giles filled the Council's head of security in on what was going on, including the threat to Buffy. As she listened, she realized that Giles had obviously already told the Council about the Initiative and their capturing of demons and vampires, as well as the experiments that had been performed on them. And that the Council had additional information about the program.

When he got off the phone, he handed it to Buffy. "I suggest you contact Willow and Xander and tell them to find somewhere safe to stay for a few days. And then you and I will have to find somewhere safe for ourselves to hide. Your home will be too obvious, and could endanger your mother."

"If they touch my mother…" Buffy's look was pure Slayer as she considered the possibilities.

"Quite. Hence my suggestion that we take ourselves elsewhere."

"Spike's crypt."

"I beg your pardon?"

"Spike's crypt. They don't know where it is, and they won't be able to find us if we stay downstairs."

Giles blinked, then nodded. "Alright then, let me just get some supplies to take with us…"

"Better bring food. Spike doesn't have any. And blankets. There's not much furniture yet."

While Giles packed a duffle bag with non-perishable food and other necessities, Buffy called her mother and told her not to let Riley in the house and to call the police if any strange men showed up looking for Buffy. After reassuring Joyce that she was fine, just going to lay low for a few days, she dialed Willow, telling her to get Xander and Anya and meet Buffy at the gate to Restfield. "And Willow? If you see Riley, or any of the Initiative guys? Run and hide. Or turn them into frogs. That works for me too…. yeah, I'll explain when I see you."


	2. Out of the Blue, Part 2

**Chapter Seven**

Giles decided to risk using his car to get to Restfield, agreeing to Buffy's insistence that they leave it hidden behind the gate at Shady Pines so as to not point the way to Spike's home territory.

As they hustled through Shady Pines, which backed up to Restfield and made a quick – if occasionally exciting – shortcut, Buffy tried to get Giles to tell her where Spike had gone, and why. However, he only said that Spike had gone to get help and that he was leaving it to the vampire to tell her where he went and why – if he chose to. In spite of Buffy's best pouting, Giles insisted that it would be Spike's choice what to tell her and when.

"You know," she said as she opened the doors to the crypt and showed Giles in, "there's something very wrong when my watcher is joining forces with William the Bloody to keep secrets from me. I'm just saying…."

She clicked on the flashlight they'd brought with them and, keeping the beam pointed at the floor, led the way to the entrance to the lower level. Buffy went down first to light some candles, then called to Giles to drop the sleeping bags and other supplies to her. As soon as she had caught and moved everything, he made his way down the ladder, muttering the entire time.

"Just be grateful you've got a ladder and don't have to get up and down the way I did the other night when we were hiding from Riley's buddies." She mimed jumping in the air, laughing when Giles rolled his eyes. "I'll leave you to get set up here while I go find Willow and Xander. Be back soon."

On her way to the gate, Buffy staked two newly-risen vampires and frightened a demon family. She couldn't remember what kind of demon they were, but she did remember that Spike had said they were vegetarians and very peaceful. She smiled and waved as she went by, cringing at the way the parents were clearly trying to shield their children from her. "It's okay, I'm not going to hurt you," she said. "But you don't want to be out here tonight. There are too many soldiers around and they won't care that you're not evil. Go home."

They scuttled off and Buffy continued toward the gate, hearing Anya's voice complaining long before she reached the gate. Sighing at the thought of spending the rest of the night and possibly the next day stuck in a room with Xander's newest girlfriend, she was about to approach them when she heard other voices. She crept forward and peered around the large stone pillar to see Riley and Graham, in civilian clothes but with communicators and tasers hanging from their belts.

"Hey, guys. I've been looking for you. Have you seen Buffy anywhere?"

"H… hey, Riley," Willow said. "No, we haven't seen her. In fact, that's why we're out here. Looking for Buffy. To help her patrol."

Riley sighed and shook his head. "You guys seem so… normal. I don't know what you're doing with somethi— someone like Buffy. How did she talk you into this?" He waved his arm around to indicate their position just outside the gates of a cemetery.

Xander frowned and cleared his throat. "Uh… Riley? I thought you and the Buffster were like… a couple? You're sounding an awful lot like you think she's one of the bad guys."

"Do you know that she isn't?" Riley asked. "How do you know … do you know that she hangs out with a hostile? And so does Giles – the man who's supposed to be helping her fight evil? Both of them spend a lot of time with a hostile."

"With a what? Oh, you mean Spike. Well, yeah, he's been hanging out at Giles's now that he's all neutered and stuff. They talk British to each other, argue about football teams I never heard of and bands nobody ever heard of… oh, and they make fun of Americans. Not exactly demonic stuff."

"Uh huh." Riley seemed unconvinced. "And Buffy? What would she be doing with one of the creatures she's supposed to be slaying?"

"I think Spike helps Buffy out sometimes. He really likes to hit things and if he's with Buffy, he gets to do a lot of that. Plus, Giles thinks the Powers That Be might have picked him to help her instead of An—somebody else." Willow looked quite pleased with her explanation.

"And you don't find that strange? That she's willing to spend so much time with a vampire?"

"Well…"

"Actually….

"Isn't her old boyfriend a vampire?" Anya asked. When Xander said, "No, Ahn. You must—" She interrupted him. "Yes he was. You told me. She dated Angelus. I remember him from my days as a—owww!"

She glared at Xander, rubbing her arm where he'd pinched her, then realized what she'd been about to say. "My days as a scholar of demons, I was about to say. Yep, that's me – 100% human, but a scholar. Not that I'm a watcher, or anything related to Buffy or her work," she added quickly when Riley turned his gaze on her.

"So this isn't the first time Buffy's had a vampire in her life?"

"Well… I don't think Spike is so much in her life as he is… You know what? I just don't think any of us that aren't slayers should be getting into Buffy's business. Am I right, guys—er, gals?"

"That's right," Willow said. "We're just staying out of Buffy's life."

"I thought you were looking for her – to help her 'patrol'," Riley said, gesturing for Graham to move beside the small group huddling in front of him. "I'll tell you what, why don't you just get in the truck with us and we'll help you look for Buffy." He and Graham began trying to herd them toward their SUV. Willow began muttering under her breath, stopping with a squeak when Riley put his hand over her mouth. "I don't think we need any spells or curses, do we, Willow?"

Her eyes wide, Willow nodded until Riley removed his hand.

"That's the right attitude," he said, ignoring the glare she was giving him. He stared at the other two, sensing that Xander was thinking seriously about resisting. "Don't do anything stupid," Riley said, patting his taser. "I don't want anybody getting hurt tonight."

"Too late." Buffy's voice was artificially perky as she stepped from behind the big pillar. "I'm pretty sure somebody's going to get hurt. "

"Buffy! Man, are we glad to see you—" Xander shoved Anya in Buffy's direction and shook off Graham's attempt to stop him from joining her. Willow sucked in a breath and threw a small fireball at Riley as he grabbed for her arm. As soon as her friends were behind her, Buffy relaxed and moved toward the two surprised soldiers.

"You wanted me? Here I am." She waited, while the otherwise unarmed men pulled out their tasers and began moving toward her. "Willow?" she said over her shoulder.

"On it." Suddenly the tasers began to glow and both men dropped them with curses, shaking their burned hands. Xander darted in and picked up the rapidly cooling equipment, handing one to Anya as he stepped back behind Buffy.

With a smile that contained no warmth or humor, Buffy cocked her head at them.

"So, are we going to do this the easy way or the hard way?"

"Be serious, Buffy," Riley said, seemingly forgetting that she'd already overpowered two different squads of commandoes by herself. "You can't beat both of us. Hell, you probably can't even beat me. Not unless you were holding back a little when we sparred—"

Buffy moved too quickly for either man to react, sending a roundhouse kick to Graham's mid-section and a right uppercut to Riley's jaw. As he blinked up at her from the ground, she said, "I was holding back _a lot_ Riley. You're strong and fast, but you're no vampire."

Graham dove at her knees in attempt to tackle her down, but she easily evaded him, leaving him to sprawl in the dirt as she readied herself for Riley to attack. Instead, he backed up and took out his communicator. Before he could get past, "This is—" Buffy had kicked it from his hand. Xander and Anya had jumped on Graham, who easily threw them off, but not until they had taken his communicator also.

Buffy shook her head. "I really hate to do this, but… oh wait, you knocked Giles unconscious a little while ago… no, I don't hate this at all." She stepped up to Riley, her flurry of punches to his mid-section preventing him from using his much longer arms and greater height to any effect. When the barrage to his middle had him bending over to grasp his abused diaphragm, Buffy switched her attention to his face and soon had him lying on the ground, unconscious. She turned her gaze to Graham in time to see Xander apply the taser to the soldier's back. When he'd stopped twitching and was also unconscious, Buffy smiled.

"Good work, guys. Now let's get out of here before they wake up." Leaving the two commandoes somewhat protected inside their vehicle, she hustled her friends into the cemetery. "I hate that they know which cemetery we're in, but maybe they won't be smart enough to figure it out. They'll just think I was patrolling here… I hope."

She led them to Spike's crypt, opening the doors just far enough for everyone to get in, then closing both doors firmly. "Be careful, don't walk too far in until you can see. Xan, help me move this sarcophagus, will you?"

"You're just doing this to build my manly ego, right?" he said, making a face as he shoved on his end while Buffy effortlessly moved hers toward the door. She gave an apologetic laugh. "Sorry, forgot you weren't Spike. I've got it."

"I'm not sure how to take that," he said, continuing to shove on his end until they had the interior door completely blocked. "Do you mean because I'm strong and sexy… or that I remind you of something undead?"

"Uh… I just meant I forgot for a second that you wouldn't be able to do the things Spike can. But, yeah, okay – strong and sexy works if that makes you happy."

"I _knew_ you thought Spike was sexy!" Anya said. "I don't know why you keep denying it. I wouldn't mind watching you and Sp—"

Willow, Buffy and Xander all spoke at the same time:

"I mind!"

"Don't finish that sentence!"

"TMI!"

Grateful for the darkness that surrounded them, Buffy led everyone toward the soft glow coming from the lower level. She pointed to the ladder and said, "Giles is down there. As soon as we're all hidden, I'm going to pull the board over and even if they come in here they won't be able to tell where we are." She tossed the rug into the hole and pointed to the ladder.

"Where _are_ we exactly?"

"This is Spike's crypt," Buffy said. "But Riley doesn't know that, so…"

"How come you know it?"

"Um… because I… he… I need to know where he is… in case I need him for… something."

"Uh huh." Xander started down the ladder. "Holy Moly, vamp-man. Did he put this together himself?"

"I think a friend did it for him."

"With friends like that, he doesn't need any enemies," Xander muttered. "Be careful. It's like climbing down a set of pick-up sticks."

When everyone was safely down and had looked around at the bare dirt walls and floor, Buffy told Giles about their latest brush with the Initiative. "Riley was trying to kidnap them!" she said. Her shoulders sagged. "He seemed like such a nice guy…."

"He probably is – by his standards," Xander said. "There just wasn't anything in Iowa to prepare him for a hellmouth and a slayer. I think he just—"

"Is a poophead," Wilow said with great finality.

Recognizing when he was outnumbered, Xander joined Giles in keeping quiet while the three girls vented about men and their faults. Anya's frequent contributions of how she'd created appropriate vengeances for various bad behaviors through the centuries sent Xander to sit beside the older man and hold his head in his hands.

"She's really very sweet," he said.

"I'm sure she is," Giles replied with a straight face. "As vengeance demons go, anyway."

With only the two sleeping bags that Giles had brought with him, and no other beds except for a few rolled up rugs against the wall, the night passed slowly and uncomfortably for everyone. Giles gallantly gave up his sleeping bag to Anya, and Buffy let Willow sleep in hers.

"I need to stay awake anyway," she said with a yawn. "In case they find us or something."

With all but one candle out, it was dark and quiet in the underground chamber, and even those not lying down dozed off where they leaned against the walls. It was the sound of distant splashing that brought Buffy awake, sending her running into the dark tunnels with whispered instructions to use the tasers if they needed to. Leaving Xander and Giles standing on the edge of the lighted area, Buffy ventured into the darkness, holding a stake in one hand and a larger piece of wood in the other. She held her breath, feeling tingles on her neck that told her a vampire was approaching. Clutching her stake, she dropped the make-shift club and waited.

"Know you're there, pet," came the familiar voice. "I can see your silhouette in the light behind you."

"I knew that," she said, angry at having made such a dumb mistake. "Are you back already?" She hoped he wouldn't take her words to mean she wasn't glad to see him. Because she was. Very. Or, she would have been if it weren't so dark ahead of her.

She felt the air move in front of her and looked up to where she knew his eyes would be. She reached a hand out to confirm what she'd suspected, stroking his wrinkled brow and running a finger across his fangs. "You're cheating."

She felt him smile under her hand as his face shifted back. "It's dark in those tunnels, luv. At least it is near here. Deeper in, there's different kinds of luminescence here and there."

They were standing close together, neither one inclined to move apart, knowing no one behind them could see them. Buffy's hand dropped from his face, but she remained looking up at his barely visible face.

"So, you're back," she repeated.

"I am."

Buffy looked behind him. "I thought you were bringing some reinforcements? Isn't that what Giles said? That you were bringing back more manpower?"

"I did," he said shortly. "In a way." He didn't offer an explanation, just gently turned her around so that she was facing the humans peering into the dark tunnel. "Best get back, pet, before they send out a search party."

He kept his hand on the small of her back until they reached the softly lit area, then dropped it to his side. Buffy found herself missing the contact and unconsciously leaned into him for a second before she remembered who she was. And what he was.

Giles and Spike exchanged looks in which the watcher raised an eyebrow and Spike nodded his head. "It's done," he said. "Couldn't get the other half, though. Things are too busy there. Plus he didn't want to talk to me. Can't really blame him for that."

Giles shrugged. "It was a long shot anyway. I guess you'll have to do."

"Thanks for that vote of confidence," Spike sneered before he acknowledged the others. "Red, demon-girl, Harris. Not that you aren't welcome in my home, but what the bloody hell are you all doing here?"

"Riley tried to kidnap them. They're hiding with Giles and me."

He raised an eyebrow at her. "And you thought this was a good place?"

"Well – yeah, I did." She frowned. "Isn't it… are you okay with that? I mean, I know I didn't ask you, but you were gone and—"

"It's fine, Slayer. Mi casa, su casa and all that. Didn't mean to sound cranky about it."

"We'll pay our way," Xander said. "I'll start with turning that pile of lumber into an actual set of steps, or at least a functional ladder."

Spike grinned. "Yeah, Clem's brother turned out not to be quite the expert carpenter he'd claimed to be."

"If I had my tools with me, I'd start now."

"Extra wood and tools are in the tunnel," Spike said. "Here, I'll show you." He picked up a candle and walked into the darker areas, stopping near the broken fencing. A few woodworking tools were lying haphazardly on the ground near some unused lumber. "Have fun."

Spike went back into the open space, but instead of rejoining Buffy he went directly to Giles and carried on a whispered conversation of which the girls could only hear the occasional "…too bloody right" and "unconscionable prats". Unable to stand it any longer, Buffy went to Spike's side and poked him.

"Are you going to tell me what's going on now? 'Cause all this talking in British code is getting on my nerves."

Spike looked at Giles. "Didn't you tell her?" The other man shook his head. "I left that to you."

Before Buffy could ask Spike what he hadn't told her, there was a loud shrieking noise from upstairs.

"What the—"

"The doors. Something's forcing the doors open. Xander and I put the sarcophagus in front of it. Light's out!" Buffy said. "Everybody into the tunnel. And take all the stuff with you."

Giles snuffed out all the candles, handing them to Anya to carry. Willow took the extra supplies while Xander took the rolled up rugs and hid them under the untidy pile of wood pieces against the wall. Giles used his flashlight to guide them all far enough into the tunnel as to be invisible if anyone pulled the plywood cover away from the entrance. At the last second, Spike grabbed the ladder and threw it into the tunnel while Buffy moved the bookcase around a corner where it would not be visible from above. Spike picked up the desk and carried it into the tunnel, hissing at Buffy, "Move that luscious arse, Slayer. Somebody's bound to wonder what a rug is doing in the middle of an empty crypt. We need to be well away from here."

"The rug isn't there. I thought an old piece of plywood wouldn't be as suspicious as a rug in the middle of a crypt."

"Good thinking, pet. Still, best we get far enough way that they won't be able to find us, yeah?"

Spike led them down the tunnel until they could hear the splash of water in the sewers.

"Ewwwww! What's that smell?"

"What do you think it is? Just watch where you step. We should be far enough away by now. We'll hear them comin' if they try to follow us, and I'm sure I know Sunnydale's tunnels better than they do."

As soon as everyone was huddled against the damp walls, Giles turned off the light and they were plunged into complete darkness. Buffy and Spike had placed themselves between the Scoobies and the dark tunnel leading to Spike's future bedroom. They all waited.

**Chapter Eight**

Spike stood on Buffy's left, both of them tense and ready as he used his enhanced hearing to listen to the boots tramping around overhead.

"Sounds like a goodly number of them," he said.

"I'm suddenly wishing you didn't have that chip," Buffy muttered almost to herself.

She felt rather than saw him startle and turn to stare at her. His yellow eyes were the only things visible to her human eyes.

"If I thought you meant that…."

She sighed. "Well, I kinda do mean it right this minute, but I guess… I mean that'd be assuming that without it you'd still be standing here ready to help me protect my friends, and that's probably…."

"And you don't think that'd be the case." His voice was flat, and she suddenly wished she could see his face.

"Well… I mean, c'mon, Spike. We're standing together here in the dark, you're the only one who can see, I'm not on my guard – not against you, anyway. Are you trying to tell me that if you were chipless you wouldn't be trying to bag your third slayer?"

She felt his golden eyes on her, then his lids closed over them and he turned away.

"Right. Watcher's an idiot." He offered no explanation, only touching her arm and hissing. Moving forward silently, he kept his hand touching her arm as he led the way closer to latest noise he'd heard. They stopped at a slight bend in the tunnel and peered around the dirt wall. Even Buffy's ears could hear the sound of the plywood being pulled away from the entrance and her arm tensed under his hand.

"Easy, luv," he whispered into her ear, his cool breath stirring her hair and making her shiver. She nodded and unconsciously leaned into his side for a second. They waited, Buffy holding her breath as often as she could, while flashlight beams ran all around the interior. Hoping they hadn't left anything visible that might indicate anyone had been there, she held her breath and waited.

"Okay, I need three men to drop down there and take a look around. That stone coffin didn't put itself in front of the door."

Spike and Buffy pulled back and flattened themselves against the wall as a rope was dropped, allowing three black-clad men to lower themselves to the floor. They could see the reflected light as the men ran their powerful flashlights all around the room and down the tunnel.

"Whoa! I can't even tell how far in this goes," one of the commandoes said, shining his light into the darkness until it grew too weak to illuminate anything. "How about we check for heat signatures?"

Spike spun in front of Buffy, pulling his long coat over his head and sheltering her with his room-temperature body. She kept her arms at her sides, and tried to keep her legs directly behind Spike's, pressing her face against his chest. The leather over their heads added to the darkness as Buffy held her breath.

After several minutes, they heard the men grumbling. "There's nothing down here. Just rats and mud." Buffy stiffened at the mention of rats and felt Spike's chest shake in a silent laugh. She pinched him on the leg in retaliation, which only increased his laughter. The men could be heard pulling themselves back up the ropes, but Spike kept his body pressed against Buffy. Only when she realized that he was no longer laughing, but nuzzling and smelling her hair, did Buffy think about how closely pressed together they were.

Now that she didn't have to hide her body heat behind him, she moved her arms, finding she had no place to put them except around Spike's back. He dropped his own arms from above her head to her shoulders. Something about the complete absence of light made the whole situation seem unreal, and Buffy found herself responding to Spike's nearness in a way she hadn't wanted or expected to. Memories of time spent together while thinking they were getting married fought with the reality of their current relationship.

When Spike said her name, she raised her face, not really shocked to find his lips seeking hers, but surprised by how eagerly she met them. The initially tentative kiss quickly turned into something deeper and more desperate as they both understood they were having a moment that was going to vanish any second.

Vanish it did, when the three soldiers came back down the rope, carrying backpacks, more weapons and brighter lights. They never noticed the slight bump in the wall that was the couple clinging tightly to each other, tensed to go into action if and when necessary. As soon as the grumbling soldiers had moved on, leaving the area behind them in darkness and lighting up the space in front, Slayer and vampire moved silently into position behind them.

They followed the men as they talked among themselves about how stupid it was to send them exploring the tunnels without more backup. And, at the same time, how unlikely it was that humans would be trying to hide in them.

"I can't really image anybody normal trying hide down here, can you?" The leader asked. "Anything we find is just going to be a sub terrestrial of some sort."

No sooner had he spoken, then his light caught the flash of Anya's wristwatch and the men spread out. "Halt! Identify yourselves!" The response was one of Willow's small fireballs, and when the men looked up with rapidly blinking eyes, there was no longer anyone visible. However, the sound of running footsteps was impossible to hide, and they broke into a business-like trot as they pursued Giles and the Scoobies. Buffy and Spike moved into their own easy jog as they stayed close enough to keep the men in sight, but far enough back not to be seen or heard.

When the commando squad increased their speed and began ordering "Halt or we'll shoot", Buffy and Spike sped up and had disarmed the trailing man before he realized he wasn't alone. The other two were so intent on their prey that they didn't even notice their comrade's disappearance until one turned around to ask him a question. Instead of the other commando they expected to see, they saw only Buffy and Spike.

"There they are!" the leader said unnecessarily as, when he turned, his light turned with him and illuminated the two black-clad predators. While their attention was on Spike and Buffy, Giles and the Scoobies crept closer, stopping only when one of the men caught movement from the corner of his eye and trained his light and gun on them.

"Stop right there," he ordered.

With one man facing a vampire and the girl they'd been told could be even more dangerous, and the other one facing four humans who worked with her, it was easy to see the growing worry on their faces.

"Do we have to bring them in alive?" The young soldier holding his gun on the four humans facing him looked extremely nervous. Not sure which of them had been responsible for the unexplained fireball, he kept moving the gun back and forth from Giles to Xander, trying to see what they'd used as a weapon.

Meanwhile, his partner kept his gun focused on Buffy, assuming Spike was harmless. When Spike stepped in front of Buffy, effectively blocking her body from sight, the man narrowed his eyes and tightened his finger on the trigger.

"What are you doing, Hostile? I know you can't hurt me, and you're not bulletproof."

"Not bulletproof, but they can't kill a dead man, you stupid git." Spike began to move slowly toward the frowning man. He could feel Buffy following in his footsteps as they narrowed the gap between themselves and the commandoes.

"Stop!" The man's voice was more pleading than authoritative and Spike went into game face, grinning as he continued moving forward.

"Getting nervous, are you, soldierboy?"

He felt Buffy poke him in the back. "Don't irritate the man with the gun, Spike," she whispered. "Not until he doesn't have it anymore, anyway."

"Spoil-sport," he said, dropping back into his human mien. "Say when, Slayer."

"When," Buffy breathed, tensing. At her word, Spike threw himself on the gun, knocking it and the holder to the ground. Buffy had time to spare one shocked glance at them on her way to tackle the remaining commando who was just turning around to see what was happening at his back. He fell to the ground, attempting to bring the gun around far enough to point it at Buffy, but she was already moving to kick it out of his hand.

"Taser, Buff!" Xander shouted as the man reached for his belt. She grabbed his hand and easily pulled it away from his taser, smiling when his eyes widened at her ability to pin his arm to the floor with no effort. Xander ran forward, taking both weapons and handing the taser to Giles. When the older man grumbled, Xander grinned. "You didn't really think I was going to give you this awesomely manly weapon, did you?" He stood back and pointed it at the disgruntled soldier on the ground.

Buffy released the man's arm and casually backhanded him when he tried to hit her. She flipped him over, pulling the handcuffs she knew she'd find off his belt and using them to fasten his hands behind his back. Leaving him on his stomach, she stood up and turned to see how Spike was faring.

She half expected to find him nursing a headache after the tackle that had taken down both the weapon and the weapon's handler, but he seemed to be fine, holding the man's gun and taser. He had one foot planted on the man's throat and the gun pointed at the first soldier he and Buffy had disarmed and left dazed and handcuffed. He gestured with the gun for that man to join his squad members on the ground near Buffy, grinning at the awkwardness with which he got up and down with his hands behind his back. When he took his foot off the leader's neck, Spike leaned down and flipped him over, letting Buffy do the handcuffing honors.

She heard the "ooof!" as Spike's non-too-gentle flip knocked the wind from his captive and she blinked in surprise when there were no repercussions from his chip.

"How…?"

"Guess I didn't actually hurt him," Spike said with a shrug. He turned away from the frown he could see on Giles's face.

"I guess not," Buffy said, her voice uncertain. "Good thing, huh?"

Spike looked at her confused face and sighed. "If it'll make you feel better, luv, I'll hold my head for a bit and moan."

"No, don't be silly. If it didn't hurt, it didn't hurt. I'm not sorry you aren't hurt, it just…" She shook herself. "Doesn't matter I guess." She turned back to Giles. "What are we going to do with them? If we let them go, they're going to come back with reinforcements. We're going to have to find someplace else to hide."

Giles fixed the three men with the Ripper's hard stare and they began to realize that the "normal" humans who worked with the slayer might be almost as dangerous as the vampire.

"We could just leave them here. I suspect the normal denizens of these tunnels would take care of them for us soon enough."

"Giles! The whole point of this is that they're wrong about us. Do you want to make us as evil as they are?" Willow's shock was genuine and she seemed appalled when no one else seemed as concerned as she was about the soldiers' long-term survival.

"You're right, Willow," Buffy finally said with a sigh. "Let's just drag them back where we were and hope nobody comes looking for them."

"Or," Spike said, putting a hand on her arm. "We could take them so far in that by the time they find their way out, or their mates find them, the Council of Wankers has done whatever it is they're going to do and we can all go home." He carefully didn't mention that their hiding place actually was his home.

Willow glared at him. "Didn't we just decide we weren't evil and we don't kill people?"

"Not planning to kill anybody, Red. Just put them somewhere they won't find their way out of easily. Might even leave them a weapon if I'm in the right kind of mood." His toothy grin emphasized how unlikely that was.

The men lay on the ground staring back and forth between the hostile, the girl they'd been told to bring in, and the seemingly normal people involved with her. The entire group withdrew out of hearing distance and left Spike to watch the captives. Buffy walked over to join the discussion, whispering to Spike as she walked by, "If you want to scare the crap out of them, knock yourself out."

"Wouldn't mind getting a bit of my own back," he said. "Nice to know you're okay with it." He raised a sarcastic eyebrow at her and she glared back.

"Forget it. I just thought—"

"You just expected me not to act without permission. I got it, Slayer."

"Spike… I… " She shook her head. "I can't deal with this right now."

"Not the time or place. You're right, pet. But we are going to have to talk soon."

Buffy squeezed her eyes shut briefly, then continued walking without comment. She really didn't want to know what it was that they needed to talk about.

Shaking off her fears for the moment, she joined the conversation about what to do with the soldiers.

"I actually like Spike's suggestion that they be taken far enough away that they would not be able to find their way back," Giles was saying. "If we allow them to believe that we're familiar enough with the underground here to move to another hide-out, chances are he can release them somewhere that will allow them to find their way out safely. If they think we've gone off through the sewers to somewhere else, there would be no reason for them to re-check the crypt."

"That could work," Buffy chimed in. "And if we don't block the door again, or close the entrance, just keeping it dark down below should convince anybody who does peek down there that we're gone."

Knowing Spike could hear them from where he was alternately laughing and snarling at the captives, Buffy looked over at him to see if he agreed. He shrugged and nodded, going back to his glaring audience and wondering aloud how much blood he could get from one of them before his chip incapacitated him.

Nodding back, she said, "Okay. I'll go with Spike and we'll leave these guys somewhere near an exit. You can pretend to be taking off down the tunnels, then go back to Spike's crypt when we're out of sight. Keep their lights and tasers. You might need them."

Xander clutched his captured gun tightly. "I don't have to give up 'old Bessie' here, do I? We've already bonded."

"Fine." Buffy rolled her eyes. "You can keep your—"

"Penis substitute?" Anya chimed in. "Because Xander really has no need of that. He has quite a nice—"

"And on that over-sharing note…" Buffy walked back to Spike. "You heard?"

He nodded, dropping his vampire mien and staring into her eyes. "Sounds like a plan, pet. All but the part where you come with me. Don't trust me?"

She frowned. "Why wouldn't I trust you? I just thought you might like the company, but if you—"

"Sorry, Slayer. That's my issue, I guess, not yours. I _would_ like the company. You know I would. Was just my insecurities talkin'."

"I don't know what you've got to be insecure about after…" She blushed, remembering the intensity of the kiss they'd shared earlier. "Not that I'm saying I want to…."

He smiled. "To quote you, 'Quit while you're ahead'."

"Right. Okay, let's get these guys out of here so Giles can take everybody else to a new hideout. Someplace harder to find from the outside."

Pleased with the red herring she'd thrown, Buffy nudged the men to their feet. "Let's go. I'm tired, hungry and I need to pee. I'm getting cranky."

"Nothing pleasant about a cranky slayer," Spike said to the men in a deliberately loud whisper. "Better move it." He grinned unrepentantly at Buffy's muffled "Jackass" as she walked away.

Falling into Buffy's attempted misdirection, Willow said, "How will you and Spike find us again?"

"No problem, Red," Spike spoke first. "I should be able to follow your scent. Just rub a hand on a wall when you make a turn or something, and we'll find you."

Buffy could see the men listening carefully and making mental notes, almost sneering to themselves about how stupid everyone was being to discuss their escape plans in front of the enemy. She and Spike exchanged a look behind their backs and he rolled his eyes and shook his head. "Wankers," he said without further explanation. Buffy's giggle made him smile in a way that softened his whole face, and she blushed again as she turned away.

Holding one of the powerful lights and giving the other to Anya, Buffy led the way into the darkness ahead of them. As she passed Giles, she pointed at the branching tunnels and said, loud enough to be heard, "Wait till we're far enough away that they won't be able to guess which direction you take."

"Quite right," he said. "I suspect we will want to go to somewhere with an easy access to the outside—just in case we need to escape quickly." Having planted another seed of misdirection, he smiled in satisfaction as he watched Buffy lead her little group of handcuffed soldiers down the main sewer tunnel. She was careful to keep to the path and out of the water, and the men followed her obediently. As Spike passed where Giles was standing, the watcher spoke softly.

"You're going to have to tell her. If you don't, I will"

"I'm going to," he sighed. "I just hate…" He nodded. "Before we get back, she'll know. I promise." He met Giles's eyes steadily. "Can't promise she's gonna be happy about it."

Giles nodded his agreement. "It may take some time for her to accept it. I think you need to be prepared for that."

Spike gave a mirthless grin. "Best way to be prepared might be to borrow a flak jacket from one of these wankers." He didn't wait for a response, but strode out, catching up to Buffy and their prisoners in a few seconds. He let Buffy lead for a while, then changed places with her when she became less sure of where she was going. Her own knowledge of the vast system underneath Sunnydale was limited, and she rarely went there unless she was pursuing something. Spike, on the other hand, had learned a great deal about them when he first came to Sunnydale, and even more when he'd studied maps and explored side tunnels as he'd searched for the Gem of Amara. In his time since he'd been chipped, he had reacquainted himself with many of the tunnels, using them to avoid going out where he could be spotted by the commandoes.

**Chapter Nine**

With only one short pause while Buffy staked two prowling vampires and Spike made short work of the demon accompanying them, they were at what Spike deemed an appropriate place in just over an hour. In reality, their destination was not all that far from where they'd left the Scoobies, but Spike had taken several side tunnels and made a few duplicate loops of those that connected in more than one place. By the time they got to the dimly-lit side tunnel that he assured Buffy was only a short distance from access to a manhole, the commandoes were both tired and confused.

They also had a better understanding of why Maggie was so interested in studying Buffy. Now that they'd seen her easily handle two non-fledgling vampires, quipping and giggling the whole time, and then saw her watch in confident amusement as Hostile 17 toyed with a demon a foot taller and many pounds heavier, they realized that she was a long way from the "trained and strong, but otherwise normal" girl that Riley had insisted was all it meant to be the Slayer. It was also obvious that Hostile 17, a force to be reckoned with himself even when rendered harmless, had a great deal of respect for the Slayer, and was inclined to take orders from her under most circumstances— increasing their respect for her prowess. The fact that she and the vampire had kept them moving at such speed without fatigue was more proof of her status as more-than-human.

Buffy told the men to sit down and went over to whisper in Spike's ear. He hid his smile and nodded. "Take your time, pet. I'll keep an eye on them."

While Buffy took the light and ran off down the tunnel, seeking a place that felt private enough for her to relieve her aching bladder, he turned his attention back to the three sitting men. Not needing his enhanced eyesight where they were, he allowed his human face to emerge, giving one of the men the courage to ask: "What the hell is she? She can't be human."

Spike cocked his head at them. "She's a human as you are – just a bit more. She's The Slayer. Didn't any of you gits study what you were tryin' to catch?"

"Is she a demon?"

"Heaven's Chosen One?" Spike's eyes widened. They could see that he was not faking his shock. "More like an avenging angel, I'd say."

"_Heaven's_ Chosen One?" One of the men, who wore a crucifix around his neck more as a statement of his beliefs than as protection against the creatures he hunted, looked sick.

"Heaven. The Powers That Be. The Gods. Take your pick. Point is, the chit's job is to combat evil wherever she finds it. And when she stumbled across your boss, she found it, didn't she?"

He wasn't expecting an answer, and he didn't get one, but all three men looked very uncomfortable as they mulled over what the strangely chatty vampire had said. When Buffy returned, punching him on the arm when he couldn't resist a "Feel better, luv?" he nodded toward them. "What do you want to leave them with, Slayer?"

Buffy shrugged. "Well, we can't leave them here to die or get eaten…" Spike grinned when the men all flinched at the reminder of what they might encounter without the protection they'd had until now. "I guess, leave them a light, and the gun. They can try to unlock the cuffs on each other. I'm sure they've got keys somewhere."

"Alright." He placed the light where it would be on the commandoes, wincing at its brightness. Setting the weapon beside it, he chided, "Now don't be tryin' to pick that up until we're long gone. I'd hate to have to tear somebody's throat out after we've had such a nice talk. And I'll just take those," he added, snatching the communicators off their belts. Two of the men flinched when Spike snarled at their squad leader who attempted to hang on to his communicator.

"You can't hurt us," the leader said. "You can act as scary as you want, but we know what'll happen if you try to hurt one of us… not to mention, you're afraid of her." He jerked his chin at Buffy who blinked back at him.

"Spike's not afraid of me," she said. "We're pretty evenly matched, actually. He beat me the first time we fought."

"But you're not dead."

"Well, no. But that's probably because my mom hit him on the head with an axe." She snickered when Spike growled at the memory. "Spike's a pretty amazing fighter. Almost as good as me," she added when he started to preen.

"Well, if he's not afraid of you, why is he helping? The chip just means he can't hurt you, it wouldn't make him want to help you."

"It means he has to get his jolies beating up demons and vamps instead of killing humans," she explained with a shrug. "Spike likes violence and killing. When he's with me, he gets a lot of chances to do that." She carefully avoided looking at Spike, although she'd caught the low growl at her words.

"You trust him?"

"We've worked together before," she said, still avoiding Spike's gaze although she could feel its intensity. "And he wasn't chipped then, so… yeah. I trust him." She fixed a hard glare on them. "Not that it's any of your business who I do and don't trust. I trusted Riley, and what did that get me?"

"Let it go, Slayer. Let's just get out of here."

Buffy shook herself. "Okay. You're right. It's not them I'm mad at…" She put her hands on her hips and faced them. "All right, guys, here's the deal. We're going to go find our friends. If you come looking for them or us instead of leaving here… Well, I'll be really pissed off. Got it?" They nodded and Buffy pointed down the tunnel. "Spike says there's a ladder to a manhole down that way. Use it. Get out and don't come back."

She turned and began to run after Spike, who was already a good fifty yards away. She'd just caught up to him when they turned a corner and the remaining light from the now-distant lamp was gone.

"Whoa! Dark!"

"Here," he said. She could sense him shifting as he took her hand and pulled her closer. "Just stick with me. I promise not to run you into anything."

She nodded, not sure if he could see her or not, and held on to his calloused hand as he towed her along, running surely and easily. They ran for a good fifteen minutes, before Spike slowed and pulled her to a halt.

"We're almost back," he said.

"Okay. So why are we stopping? I wasn't kidding about being hungry. Giles has food."

"Got something I need to tell you before we get back," he said, leaning against the wall and pulling her to stand in front of him.

"Does this have anything to do with all the mysterious back and forth crap with my watcher? All the 'you'll find out later' stuff both of you have been handing me since yesterday?" She raised her eyebrows, knowing he could see her. "Is it finally 'later'?"

He gave a deep sigh before responding, "Yes, luv. It's 'later'." In spite of his words, he didn't say anything else, just leaned against the wall, his hands holding both of hers as she waited in the dark.

"Spike?"

He straightened up a little. "Don't suppose I could get another snog before I tell you?" he asked. "Just in case…"

"Just in case what? Just in case I decide to stake you when you tell me your chip is gone?"

"Well, yeah, I— Wait. What?" Even in the complete darkness, Buffy could sense him gaping at her.

"You and Giles must really think I'm stupid." Buffy's voice was both angry and hurt as she pulled her hands away, reminding him of how upset she'd been when they'd made fun of her academic skills. She remained standing right in front of him, close to, but not touching his body. "He told me weeks ago that he was hoping the chip might put you onto the path of redemption and that he was going to talk to you about it. I told him he was crazy, but…"

"Something you need to know, Buffy." Spike's voice was low, his words slow, as if he were forcing them out. "Anything I'm doing's got fuck-all to do with being redeemed. That's your ex's thing, not mine. I don't regret a thing I've done." He felt her stiffen and reached for her arm. "Hear me out, luv. Please?"

She stopped pulling away, but her body remained rigid. He moved his hand to her face and tilted it toward him, even though she couldn't see his eyes boring into hers.

"Don't care a bloody fig about being redeemed. What I care about is you. I'll do whatever it takes to keep you willing to have me near you. If it means I become a white hat, then I'll be the best white hat you've got." Although she hadn't responded yet, he continued as if she was arguing with him. "I can do this. You know I can, Slayer. I've always been able to control my demon – even when I was trying to be the best vampire I could be, I was in control."

He took both her hands again, holding them tightly while he spoke. "Dru saw it, you know. She said I was covered in you. I don't need that bloody chip anymore. Not now after I… not after I got to know you better. Give me a chance, love. Let me show you I can be—"

"You can be what? Good? I can't be your conscience, Spike."

"Not asking you to, Buffy. I'm asking you to trust me to know right from wrong… and to act accordingly. That soul the Poof has that's so precious to you didn't teach him right from wrong. Vampires know what's wrong and what's right; we just don't care. Got no reason to do right, do we? And wrong is a lot more fun." He moved his hands to her shoulders. "But I've got a reason. Got the best reason there is." He leaned in and nuzzled her ear, kissing it softly as he whispered, "Don't push me away, Buffy. Let me stay."

Buffy swallowed the lump in her throat and tried to talk, but her throat wouldn't work at first. She wanted to push him away, to scream at him that she couldn't let another vampire into her life, that she'd never be able to trust him, but the words wouldn't come. Instead, she found herself leaning into him, not protesting when his arms went around her and he pulled her closer. He continued his murmurs in her ear as he held her against his body and his hands stroked her back.

"Not askin' you for anything you can't give me, Buffy. Know that I'm a monster. Not saying I expect you to love me, all I'm asking is that you let me love you. Let me be here for you. At your side. In your life."

He moved his lips across her jaw and to her mouth, kissing her softly until she responded and they fell into another world-blocking kiss that went on until they were both near to collapsing from lust. Buffy could feel him through their jeans, his hard length pressed against her stomach, his low growls of frustration making her shiver. When his hands went to her ass, pulling her against him even harder she whimpered, pushing on his chest.

"No… no, I can't… stop, Spike."

He growled, but released his hold immediately, dropping his head down to press his forehead against hers. "Why not?" He cleared his throat, obviously deciding he'd sounded more like a pleading teenager than a dominant male vampire. "I mean. It's alright, luv. Want you so bad I can't see straight, but I won't push you. Just… "

"I just meant not now. When people are waiting for us, and the floor is mud and other things I'd rather not think about, and—" His grateful kisses sidetracked her for several minutes, during which she became much less worried about who was waiting for them, or how disgusting the ground beneath them may have been. "I didn't mean not ever," she finally gasped out when he let her break for air.

They stood leaning on each other, breathing hard and trying to regain some semblance of control. Finally, Buffy forced herself to push away from him.

"Okay. We've got to get back and find out what's going on. This… whatever it is, is going to have to wait."

He nodded, then realized she couldn't see him and said, "It can. Not saying I'll be waiting patiently, mind you, but now's not the time or place."

"Exactly." She waited for him to set off, holding the hand he'd extended and following him until they could see a dim glow ahead. When they emerged from the gloom, they found everyone huddled around one flickering candle. They were sitting on a room-sized carpet that kept them off the packed mud of the floor.

"Are we all comfy?" Spike walked past them and unrolled another, smaller carpet, putting it near a wall. He sat down and patted the space beside him, raising a questioning eyebrow at Buffy. She bit her lip, but walked over and sat down next to him, leaning back against the wall and avoiding anyone's eyes.

"So," she said with artificial peppiness, "do we know anything yet?"

Giles shook his head. "Unfortunately, the mobile phone the Council provided for emergency use does not seem to work underground. I'm going to have to go outside to check in with them."

"Do we know how long it's been?" In the absolute darkness that was their underground hiding place, everyone's concept of time had gone wonky. Except one.

"It's about noon," Spike said. "Was just past dawn when I got back to Sunnydale, and that was some time ago. Sun's still up high."

No one questioned his ability to know where one of the few things that could kill him might be in its cycle. They just nodded. Giles stood and stretched.

"That means it's evening in the UK. They should be able to tell me something by now. " He eyed the newly sturdy ladder that Xander had been working on while Buffy and Spike were gone. "I'll just go upstairs and see what I get there. Or I'll step outside if necessary."

"Not without me, you won't."

Buffy stood up and glanced down at Spike who was leaning against the wall with his eyes closed. Without opening them, he murmured, "Go on, pet. I'm just going to catch some kip for a bit." With a start she realized that he'd been awake and traveling the entire night while they'd been dozing in his "basement".

"Okay. Get some sleep. We might have a busy night." She turned away and stepped in front of Giles. "Let me go first, just in case," she said, starting up the much-improved ladder. She reached the top and raised her head very carefully, checking out the dimly lit crypt for any signs of waiting soldiers. Wishing briefly that she had Spike's ability to smell or hear humans, she crept out of the hole and stood up.

"Okay," she said to Giles. "There's nobody here. But the door's still open, so don't go near there."

He emerged from the lower level and pulled a mobile phone from his pocket and pressed a button.

"Got them on speed dial?" she said with a small smile. "I didn't think you were on such good terms."

"It's their phone," he said. "That's the only number in it. And, I do not need to be on good terms with them to make use of their resources… and vice versa, I might add." He gave her pointed look.

"I am _not_ one of their resources," she said, knowing she sounded petulant, but unable to help herself. "They aren't the boss of me."

"Something of which they are more than aware, I'm sure," he replied with a wry smile. He held up his hand for quiet as he listened to the person on the other end. "Yes. Rupert Giles. He should be expecting my call… all right. I'll wait here."

He flipped the phone closed and sighed. "They will call us back shortly to report on their progress."

"What are they doing?"

"I believe they are using Council contacts in this country to alert the Army to the presence of the Initiative. It seems that it's been a secret even from the organization that has been funding it. And your Dr. Walsh has no official standing with anyone but one rogue general…"

"_Rogue_ general?"

"Their word, not mine. I suspect there is much scurrying around going on to find who's responsible for this. Publicity is not something anyone wants – neither Council nor the military – so it may come down to us to shut things down at this end."

"You mean me. It's going to come down to me." Buffy rolled her shoulders and stretched.

"And Spike."

She met his eyes until she was sure she'd seen what she needed. "So, you got his chip taken out. Without asking me if I thought it was a good idea."

"I gave him a place to go. The decision was his. And, as you'll recall, he was somewhat reluctant at the time."

"Why did you do that? It's Spike! William the Bloody. Part of the Scourge of Europe. The vampire that's killed two slayers. That tried to kill me!"

Giles sighed. "I talked to Spike, shortly after he received the chip and had realized what it was going to mean for his continued existence as a vampire. I suggested that the Powers may have arranged for him to be incapacitated so as to make it possible for him to pursue redemption by fighting at your side."

"Bet he was thrilled," Buffy said, rolling her eyes.

"Not initially. He reacted as you might expect." He peered at Buffy. "However, there appeared to be something else working in our favor. Something that soon had him asking me questions about the Powers and redemption." He paused, waiting for Buffy to understand what the "something else" was. "I've come to know him quite well since then. I don't know that I believe him to be strongly committed to a path of redemption and atonement, but I do believe he is quite committed to helping you. Do you disagree?"

Buffy sighed. "No," she grumbled. "I think he's… yeah, he wants to help me. But you could have told me."

"He preferred to be allowed to show you himself that he could be trusted and useful. I gave him that opportunity. I take it he has done so?"

"Why do you say that?"

Buffy's heart pounded as she waited for Giles to say he'd seen them kissing. Instead, he raised his eyebrows and said, "By the fact that he is not dust."

"Oh. Oh, yeah. Right. I would've staked him if I didn't trust… It doesn't mean you shouldn't have told me, though."

Before Giles could answer, the phone rang and he opened it quickly. While he listened, offering the occasional "yes, I see" and "we will do our best", she wandered over to the door and peeped out into the sunshine, narrowing her eyes when she thought she caught movement. It turned out to be a woman placing flowers on a grave some distance away, and Buffy relaxed. She left the door ajar, just in case, and walked back to Giles who was just closing the phone.

"Well?"

"The US Army is sending a new commanding officer and a small platoon of Special Forces soldiers to take over command of the Initiative. However, they want us to ensure that all the surviving vampires and demons have been slain before they arrive."

"So, we're going in? Without help?"

"So it seems."

"Shocker." Buffy rolled her eyes. "If I'm taking Spike with me, it's going to have to wait until dark."

"He could make his way through the tunnels to the general area of—"

"He needs to rest. He's still recovering from the beating they gave him the other night."

Hiding his smile at Buffy's sudden concern for Spike's welfare, he nodded. "Very well. Perhaps we can hold off until the afternoon and come up with a plan that will limit human casualties."

"OMG, I forgot. We've got to get past all the Initiative soldiers first!"

"Indeed. However, I have some thoughts on that…"

**Chapter Ten**

When Giles and Buffy made their way downstairs, they found Spike still sleeping, now lying on his side with his head pillowed on one arm. The Scoobies were also napping as much as they could on the uncomfortable floor. Buffy looked at the crowded carpet and walked over to where Spike was, sitting beside his head and placing a hand on his shoulder. "I'm going to take a nap," she said pushing him to his stomach so she could rest her head on his back. There was a muffled growl from the sleeping vampire – a growl which cut off abruptly when Buffy's head and arm landed on his back.

She dozed off, hoping she would wake up before anyone saw her using Spike as a pillow. Long before anyone else stirred, she felt a soothing rumbling coming from beneath her. "Are you purring?" she whispered. She shifted uncomfortably as the vibrations seemed to travel from her arm throughout her whole body, creating sensations she chose not to examine too closely. Spike's chuckle told her he knew exactly how she was reacting, and she flushed, sitting up and moving a few inches away.

He sat up also, stretching his arms overhead and giving her a glimpse of some amazing abs. Without thinking, Buffy grabbed for the hem of his shirt and tried to pull it down, in the process grazing his skin with her fingers. His sudden in-drawn breath was matched by her gasp, and they stared at each other until he finally moved her hand away saying, "If you don't want me purrin', I'd suggest keeping those hot little hands off my body until we're somewhere I can do something about what it does to me."

"I didn't mean to," she said, blushing. Seeing that Giles was also awake again, she sat up straighter and shifted farther away from Spike. "I think it must be night-time, Giles," she said. Giles looked at Spike for confirmation, and when he nodded, began to waken the other three humans.

"Do we have a plan?" Xander sat up and rubbed his eyes. "Can I bring Bessie?"

"The plan is, we must somehow slay as many of the captive demons and vampires as possible, while trying not to harm any of the soldiers who have no idea they are working for a rogue organization…"

Spike snorted. "They know bloody well what they're working for. You don't think Walsh just snaps her fingers and demons and vamps follow her to the lab like baby ducks, do you? Those wankers know what they're working for, they've just been brainwashed to think anything that doesn't look or act like them is sub-human… even Buffy."

Buffy stared at Spike for a moment. "Are any of the captives non-evil?"

"Some of 'em," he said. "Could point them out for you." He held her eyes while the exchange was observed by everyone else in the room. Finally Buffy nodded and turned her gaze on Giles.

"My job is to protect the good and innocent from evil, right? So, if something isn't human, but it's not evil…."

"I'm not sure the Council would approve of such an expansion of your responsibilities, but I suppose that's true."

"Okay, then. Here's the plan…."

"Do you really think that overfed prat is going to do what you want?" Buffy's plan to make Riley release the captives for her was meeting with some opposition.

"If he thinks we're holding all his men hostage, he will. The question is, how many of them can we incapacitate and silence before we're busted?"

"Between the two of us? A goodly number of them, I'd think. They should be bloody afraid of you by now, and I'm a creature of the night that they think is harmless. Piece of cake."

"You know you probably just jinxed us, don't you?" Buffy wrinkled her nose and sighed. Spike's warm chuckle echoed in her ear as he put one arm around her.

"If it isn't easy, then we'll do it the hard way. Either way, they don't stand a chance."

As they approached Lowell House, Spike held up a hand and stopped their small group of infiltrators. "Best let me go ahead and locate any outside guards. No reason to think they have any, being as how they think _they're_ huntin' _us_, but just in case…"

While everyone else waited in the shelter of a van, Spike moved silently toward the fraternity house that could provide them entrance to the lab area beneath. Buffy crept behind him, stopping only when he turned around to glare at her.

"I think the one with no heartbeat, no body heat and over a hundred years of experience being invisible until it was time to be seen has the best chance of getting past any guards or sensors, pet. Thought we'd settled this."

"I'm not going any closer," she said. "I just want to be where I can hear or see if anything goes wrong."

"I'd appreciate that concern more if I was sure you were worried about my welfare and not what I might do."

Buffy had no response to that. She _had_ been worrying that if he had a chance he might take out his resentment about the chip on the men responsible for capturing him. Filing it away as something to apologize for later, she shrugged and said simply, "Be careful."

"Always."

Without another word or a backward glance, he disappeared so fast she had to blink several times before she could accept that she couldn't see him anymore. Buffy waited, less than patiently, beginning to fidget and wonder if she needed to follow him. She'd just decided she should, when he reappeared as silently as he'd left. He gestured with his head and they walked back to where the others were waiting.

"Alright, here's the situation. I've disabled all the motion detectors and heat sensors that I could find. There's one guard who circles the building every eight minutes. I left him alone for now so he couldn't raise an alarm."

Spike paused and spoke directly to Buffy. "He's going to have to be silenced before we go in. The good news is, I only a heard a small number of heartbeats and most of them were slow and steady, like they were sleeping. I'm thinking that most of the ninja wannabes are out looking for us, and the ones left behind are the ones who've been up all night last night and today. It should be fairly easy to locate and disable them one at a time."

"And the bad news is…?" Xander broke into Spike's narration, earning a grin from the vampire.

"The bad news is, we don't know for sure where the rest of them are. They could be out running around looking for us and getting' lost in the sewers, they could decide to come home while we're still here, or they could be already down in the lab area."

"If there are only a few in the house, it's too good to pass up. We'll worry about what's downstairs when we get there." Buffy pointed toward the house. "We'll wait until the guard has passed us by, then Spike and I will take him down while you guys get to the back door. Giles will open it, and—"

"I could open it," Willow said, just the trace of a pout in her voice.

"Or Willow could magic it open. I don't care, as long as we can get in fast and without making any noise."

"Let's go then," Spike said, moving off. "The guard should be hitting the far corner any time now. As soon as he makes the turn, we'll go after him."

Keeping to the bushes and shadows as much as possible, they all crept forward, crouching down when the lone guard came around the corner and began his stroll across the back of the building. As soon as he was almost to the other corner, they all moved forward, Buffy and Spike taking the lead and moving with deadly speed and silence. They rounded the corner in time to reach the man before he could get very far, Spike grabbing him from behind and putting a hand over his mouth while Buffy took his gun away. It was obvious that the soldier had recognized from the powerful arms holding him that his attacker was not human and he struggled frantically until Spike growled in his ear, "Don't want to hurt you, but if you keep it up I'm not making any promises…"

The man stopped struggling, resigning himself to being temporarily defeated.

"What do you want to do with him, pet? Knock him out or gag him?"

"You just told him we weren't going to hurt him if he stopped fighting, so I guess we'll have to go with a gag." She used the man's own handcuffs to put his hands behind his back, then took a cord from his utility belt, tied his ankles together and looped it up to the handcuffs, leaving him trussed up tightly. Spike's hand was still over the man's mouth, containing the muffled curses now coming from him.

Buffy ripped a strip of cloth off the man's shirt and rolled it up, stuffing it in his mouth carefully. "You don't have a cold, do you?" she asked with sudden concern. He shook his head, eyes wide that his captors would even bother to worry about his ability to breathe. "Good." They left him lying on his side far enough away that he wouldn't be able to kick the house, but close enough to be within a pool of light from a window. "We'll be back for you," she promised, poking Spike when he went into game face and licked his lips as he agreed.

"Asshole," she muttered.

"Spoilsport."

Moving quickly, they joined Giles, Xander, Anya and Willow now hiding in the kitchen of the quiet house. Spike's hearing had him pointing silently to various rooms where he could hear single heartbeats. They split up, Buffy and Spike creeping from room to room, incapacitating the man within and then turning him over to Anya and Giles to tie up and gag. Willow remained in the kitchen, using a small glamour to muffle any sounds. Xander stood at the entrance, gun held loosely, watching as the various soldiers were dragged to the kitchen and left in a heap on the floor.

When Buffy and Spike had made a quick tour of the house, making sure they hadn't overlooked anyone, they returned to the kitchen and stared at their captives. Asking Spike to go get the man they'd left outside, Buffy addressed the tied up men.

"Okay, guys. Here's the sitch – you're going to be shut down. Probably in a day or two. Turns out your boss and her pet general weren't exactly straight with the US Army about what they were doing here and… yeah, heads are gonna roll. In the meantime, my—" She looked at Giles. "What should I call them? I'll be damned if I'll call the Council my 'bosses'!"

"I think the organization that supports you would be sufficient."

"Supports? So they've put the Slayer on salary now?" Spike deposited his burden next to the other men and jumped up to sit on the kitchen counter.

Buffy snorted. "Not that I've noticed," she said, turning her attention back to the men staring at her as if she was speaking a foreign language. "Anyway, these guys who think they can tell me what to do want me to take care of all the vamps and demons in your cages before the regular Army guys show up. So, who wants to help me get down there to do that?" She gave them her best "I've only tied you up for your own good" smile and waited to see if anyone would respond. To her surprise, one of the men she'd left in the sewers made noises behind his gag and she pulled it away from his mouth.

"I'll help you," he said, ignoring the disturbed squirming around him. "I don't know what you are, but I don't think you're evil." The guard that Buffy and Spike had been so careful not to injure when they disabled him nodded his head vigorously.

Buffy released the soldier, helping him to stand and pointing toward the elevator. "You can get us in there?"

He nodded and walked toward it. Xander looked disappointed as he said, "Do I need to threaten to shoot your buddies if you don't cooperate?"

"Would you do that?" The man seemed genuinely curious, and also as if he might be rethinking his offer.

"Well, probably not… but you don't know that. I think you should assume I would." Xander looked embarrassed about his admission, but it seemed to have swayed a few more of the tied up men that they weren't dealing with enemies.

"Good job giving away the game, Harris," Spike snorted. "Remind not to ask you to threaten anyone for me."

"Hey, chipped one, when I threaten to stake you, I mean it."

"Bring it on," Spike growled.

"Cut it out, you two. We don't have time for all your macho posturing. We have to get down to the lab and get rid of those caged demons."

"Let's not leave all this tied up food on the kitchen floor," Spike said. "Just in case their mates get home early." It took only a few minutes for the men to be placed, as comfortably as possible, in one of the bedrooms. Shutting the door, Buffy took her volunteer by the arm and said, "Lead on."

They all followed the man to the elevator, squeezing in and watching curiously as he used voice recognition to gain permission for the elevator to descend. Just as they reached the bottom, Buffy asked suddenly, "Is anyone down here? I mean, like commando guys, not lab workers."

He shrugged. "I think they all went out looking for you, but I don't really know. I've been asleep since around four this afternoon. Might be a few lab rats still working."

He led them down a corridor and through a set of heavy doors into a long, wide hallway lined with white spaces with Plexiglas fronts to them. Spike began a steady snarl as he recognized his surroundings. Ignoring the looks from Willow and Xander, Buffy put a soothing hand on his arm as she gave her orders.

"Okay, guys, Spike and Anya can start at different ends of the cages and tell me which ones are evil and which ones aren't. Our friend here…" She looked at the commando quizzically and he responded with "Bob". "… is going to help me open the doors to the cages with harmless or non-evil demons." She looked up at Spike. "Can you show them how to get out?"

He nodded. "Can point them toward the vent I used to find my way out."

"Okay then. Let's get started." She walked with Spike to the far end of the line of cages, leaving Giles to supervise Bob and the door opening consol. As they walked down the long corridor, glancing from side to side, Buffy could see that all the captives were either drugged or damaged in some way. The vampires and demons looked up at her with resignation and apathy. Many of the demons seemed to be missing body parts and to be in considerable pain. She looked at Spike with wide eyes, and he gazed back saying, "I told you, Slayer. Vivisectionist."

As Spike commented on the creatures in the cells, Buffy would point to the cell and Giles and Bob would open the door. Most of the demons were afraid to come out when they saw Buffy, so she reluctantly went back to stand by the console, leaving Spike and Anya to explain to the freed demons that they needed to get out as quickly as possible.

While Spike led a limping, weak group of bewildered demons to the large ventilation shaft he'd used to escape, Buffy began walking back down the row, stake in hand. She signaled to Bob to open a cage containing a vampire couple, clinging to each other with thin arms. They gave weak snarls when she came in, but seemed unable to generate the energy to do anything about their obvious hunger.

"What the—"

The male vamp looked at her through bleary bloodshot eyes. "She wants to know how long it takes a vamp to starve to death, and what it looks like. I can't remember the last time we had food." They both stared at her neck with undisguised hunger, but were incapable of doing anything but leaning in her direction and whimpering. When she continued to stand there, frowning with indecision, he growled. "Just do it, Slayer. You'll be doing us both a favor. We're too weak to escape and I don't see you wanting to carry us out of here."

Nodding Buffy stepped forward and watched with astonishment as the barely conscious vamps exchange a lingering kiss and murmured pledges of love before presenting their chests to her. Swallowing the lump in her throat, she quickly dusted them and ran out to the next cage. By the time Spike came back, her tears had turned to cold anger as she worked her way through the cages, staking vampires too drugged or weak to fight back and snapping the necks of similarly incapacitated demons.

"They are bigger monsters than anything in here," she said when Spike appeared behind her. She was about to enter another cage where a Fyral demon stared up at her with dull eyes, unable to move his broken and clawless arms or legs. Spike put a hand on her arm.

"Let me do this for you, love. This isn't work for a Slayer."

She bit her lip, then nodded gratefully. "Okay. Thanks." She handed him her stake and a silver dagger she'd brought with her just in case. Rejoining Bob and Giles at the console, she said, "You may as well open them all, Bob. There's nothing left in here that's capable to escaping or harming anyone. And if they try, Xander can shoot them."

He frowned, but did as he was told, joining Anya and Willow as they made sure Buffy was between them and the opened cages. Spike went down the line, offering a murmured apology here and there as he methodically broke necks and slit throats until there was nothing alive left in the big room except the humans clustered around the cage console.

**Chapter Eleven**

Spike was just re-joining them when he suddenly froze, his head snapping up as he listened. "In-coming, Slayer," he said, pointing at the doors leading to the way out. Buffy stood facing the doors which burst open to admit Riley; behind him were at least two squads of soldiers – all unarmed and only partially dressed.

"I told you, Finn, that something was going wrong." The speaker was the man who had led the squad Buffy saved Clem from. "That bitch got in here somehow. She's probably let everything out…." His voice trailed off as they began to notice all the dead demons and small piles of dust in many of the cages.

"We helped the ones that don't hurt people get out to safety," Buffy said, addressing her words to Riley who was staring at her in horror. "And the other ones are all—"

"Dead," Spike interrupted, his voice cold. "Out of your reach now."

"Hostile Seventeen." Riley reached for the weapon that he'd left in the armory when they returned from a futile search for Buffy and the Scoobies, swearing when he realized he had nothing but his bare hands. Shrugging he moved forward anyway. "I've about had it with you."

"Gonna beat me up again, then?" Spike asked, his eyes alight with glee.

Riley frowned at Spike's lack of fear, but said, "To a bloody pulp. Stand back, Buffy," he added as she moved in front of Spike. "He's got this coming."

While Xander tried to keep his gun trained on everyone at one time, Spike picked Buffy up and moved her to the side. "No, Slayer. He wants me, he gets me."

"But, I can't let you—"

"Won't. I promise. But that's all I'm promisin'."

Riley advanced on Spike, giving Buffy a little shove out of the way and eliciting a snarl from the vampire. Narrowing her eyes, Buffy moved back and nodded. "All yours," she said, not making it clear which one she was speaking to.

She could see the other soldiers muttering and jockeying for position as they tried to work up their courage to charge a man armed with one of their own high-powered weapons and the girl some of them were only too aware was much faster and stronger than they.

"Should I try to wing one? Just so they know we're serious?" Xander whispered, watching nervously. "What if they know I won't shoot them?"

Giles spoke up behind him. "Do what you need to do. The Council will deal with any repercussions from events that occur in defense of their Slayer."

"In American, does that mean go ahead and shoot them?"

"It does." Giles pointed at a small group edging their way towards them. "You may begin with those three."

Xander fired one shot at the men's feet, yelping when the bullet pieces ricocheted off the floor and sprayed the area with metal and concrete. There was sneering at his startled reaction, but the men backed off, one of them bleeding slightly from small cuts.

"I've got an idea," Buffy said, trying not to watch as Riley and Spike circled each other like a couple of fighting cocks. She pointed to the closest cage, the one containing the now-dead crippled Fyral demon. "Get it there," she ordered.

Reluctantly responding to Xander's gestures with the gun, the men moved into the cage. When one tried to turn back, straight-arming Buffy out of the way, he quickly learned why she was in charge. Without bothering to say anything but "dumb ass", she grabbed the arm and had it behind his back and twisted painfully before he could follow through on his thought. She threw the much larger man into the cage, knocking down one of his friends in the process. "I said, 'Get in the cage'," she snapped. As soon as they were all in, she looked at Bob and nodded. He pressed the button that closed and locked the door, leaving the men harmless and safe in one of their own cages.

He looked at Giles and said, "You know, if you guys aren't the real deal, I'm going to be shot for treason."

"No worries. I suspect you'll get a promotion to keep you quiet about this facility and the things that went on here."

A gasp from Willow brought Buffy's gaze back to Spike and Riley. Spike was dancing out of reach as much as possible, acting very much like he was still incapable of retaliating for any of the punches Riley was throwing. Frustration was growing on the bigger man's face as the few blows he managed to get through Spike's passive defenses only made the vampire laugh.

"Is that all you've got?" he asked, blocking a roundhouse kick with a powerful arm that a close observer might have noticed actually struck the leg in the process of deflecting the blow. In the heat of the moment, Riley didn't notice and he continued to press Spike.

"You can dance all you want, Hostile, but we both know you can't keep it up forever. Or have you forgotten what happened to you the last time you tried to fight us?"

Spike stopped laughing and his eyes turned the color of ice. "No. Haven't forgotten a thing." The next punch Riley threw at him, Spike reached up and grabbed his fist, squeezing it until the realization of what was happening showed on Riley's face. While Spike continued to squeeze, bringing the big man to his knees in pain, he said, "But I'm not quite the pushover I was then." He let go of Riley's hand and stepped back.

Riley knelt on the floor, cradling his damaged hand and staring at Spike in horror. He turned his eyes to Buffy. "Did you hear that, Buffy? The chip's not working any more. You have to stake him now!"

"What for? He hasn't killed anybody. He hasn't even hurt anybody except you – and that was self-defense." Buffy shrugged and looked at Giles. "Are we ready to go now? We did what we were sent here to do."

He nodded and they all turned to leave, ignoring Riley – now on his feet and swearing vigorously. Spike touched her arm, leaning down to whisper, "You know he's gonna have them all out of there and on our tail before we get out of the house."

She sighed and nodded. "You're right, let's put him—" She was interrupted as Riley threw himself at the console, but rather than releasing his fellow soldiers, he hit another switch, opening a set of doors at the far end of the hall. Immediately, relatively unharmed and healthy demons and vampires began to pour into the room.

"Bloody fuckin' hell. I forgot all about that holding area," Spike growled as he and Buffy stepped forward. He handed her stake back to her and shrugged out of his coat. "Guess I'm gonna get a good fight out of this after all," he said, meeting the first arrival with a whoop and a leap that planted both boots into the demon's chest.

Holding her stake, Buffy began dusting as many vampires as she could without benefit of quipping or toying with them. The caged soldiers watched in awe as she whirled, kicked and staked her way through the hungry vamps that had all decided their only way out was through the Slayer. When she had run out of vampires, she moved to help Spike who was barely holding his own against a concentrated attack from the remaining demons. The bodies around him were proof of his initial success, but numbers were beginning to pay off and he was being forced back to the console where Riley was watching with mingled fear and satisfaction.

Buffy leapt onto the back of a particularly large and hairy demon, plunging her stake into its eye before it could follow through on its obvious plan to eviscerate Spike with its claws. With an anguished scream, it began to whirl in circles, trying to reach Buffy with its long arms. She jumped off, landing beside Spike and asking, "Are you okay?"

"Never better, pet. Let's do this."

Working together, they had no trouble incapacitating the wounded demon and soon moved on to the few remaining ones large enough to be dangerous. Buffy hesitated when she saw one that looked like Clem, asking, "Is he…?"

"Yep. Let him go. The only ones left we need to worry about are those two slimy things there."

Ignoring the rest of the demons, they advanced on the last two dangerous ones, getting thoroughly slimed in the process of killing them.

"Where's a good sword or crossbow when you need one?" Buffy grumbled, scraping slime from her shirt and flinging it away.

"Thought you brought a sword?" Spike looked at her in surprise. "You knew there were going to be demons and such."

Buffy looked around. "I did… I wonder… Oh." Xander, Giles and Willow were standing in front on Anya and Bob, weapons ready as they waited to see what would happen next. Buffy smiled at her friends in admiration, saying, "They look pretty scary, don't they?"

"Nothin' I'd want to face down," Spike admitted, casting an appreciative glance at the three humans. "I'd be shot, stabbed or set on fire before I got close enough to get a good bite."

"Try to hold that thought, Fangface," Xander said with less venom that usual in his voice.

Spike gave the obligatory sneer then turned to look at Riley, standing defiantly behind the console. His face shifted and his fangs elongated as he met the soldier's eyes. "We're back to what to do with the hayseed," he said through his distorted teeth.

Buffy sighed. "Let's just put him in a cage too. We can be away and out of here before the lab people find them. I think," she added as the sound of alarms penetrated the battle haze and fatigue.

Bob ran to the console and, with an apologetic glance at Riley, he turned off the alarm. "I don't think they're evil," he said by way of explanation as a glaring Riley was pulled none-too-gently into an empty cage.

"Let's get out of here before something else goes wrong," Buffy said. She glanced at the harmless demons, huddled together as far away from her as they could get. "Go on," she said more roughly than she'd intended. "Get out. Spike will show you how."

They held the elevator while Spike showed the bewildered, but grateful, creatures the way to get out that wouldn't involve going through Lowell House and the Sunnydale U campus. As soon as he was in, the doors slid closed and Bob sent the elevator moving. When it stopped, the doors slid open with Buffy and Spike standing guard at the front.

There were universal gasps. On one side of the open door were the Scoobies, their helpful captive and Spike and Buffy. On the other, stood Quinton Travers, a military man with several stars on his shoulders, and the security chief for the university. Behind them were ranged at least two squads of non-Initiative soldiers.

Leaving Giles to explain what they'd done, Buffy and her group edged toward the door, trying to make their escape as quickly as possible. There was an uncomfortable moment as Travers looked at Spike with a cold eye and said, "William the Bloody, I presume."

"I wouldn't be presuming anything, if I were you, mate," Spike said, meeting him stare for stare.

Travers shifted his gaze to Buffy and gave a very uncharacteristic sigh. "Ms. Summers, it appears that you are continuing to be unfortunate in your choice of male companions…"

"Spike just helped me carry out your orders, and it was dammed important help," Buffy said, adding her stony stare to Spike's. "I don't think I could have handled that many vamps and demons at one time by myself."

Travers lifted his gaze from them to Xander, still cradling his large gun, Willow looking much more confident than the last time he'd seen her, and Giles. He ignored Anya and Bob. Shaking his head, he muttered, "Friends, family, vampire boyfriends… this is all most irregular."

"So is having a slayer who's lived long enough to have the experience she needs to do her job," Spike growled. "Or do you prefer them young, inexperienced and dead before they're even through growin'?"

"We've had experienced, older slayers before. One of them didn't survive her encounter with a slayer-killing vampire," Travers said, his gaze steady. "I'm not sure it helps all that much."

"Maybe she just met a particularly strong vamp," Spike said with a non-committal shrug. "Or maybe she was just tired of the fight. Tired of being out there alone every night, riskin' her life for people who weren't worth her little finger. Think about that, Watcher, before you start complainin' about Buffy's friends and family."

"I've got class tomorrow," Buffy said. "I'll catch you after class, Giles. C'mon, guys, let's go."

Anya sidled past Giles to follow Xander and Willow out of the building, but Bob hesitated.

"Where do you fit in, soldier?" the general said, eyeing the government issue sweats in which he'd been sleeping when Buffy and Spike awakened him.

"I live here, sir." Bob snapped to attention and stood rigidly waiting for orders to turn himself in for a court martial.

"Is there a reason you aren't tied up with everyone else?"

"Yessir." He gulped. "I… I believed the Hostile when he called her 'Heaven's Chosen One'. I didn't believe she was evil, so I said I'd help them get into the lab."

"You did, did you?" The general's face gave no indication of what he was thinking. He had a brief conversation with Travers and the Security Chief, then turned back to Bob. "It seems you may have taken initiative—" He stopped and cursed. "Perhaps a poor choice of word in this situation, but you have done the right thing, young man. We will need someone to escort us down to the lab; please remain in the elevator."

Giving their new friend a supportive wave, Buffy led her friends out of the frat house and onto the campus. Xander and Anya split off to go home, assuring Buffy that "Bessie" could blow away any vamps they encountered on the way home. Spike strolled along with Willow and Buffy until they got to their dorm, pausing at the door. Willow began to shuffle her feet and clear her throat before announcing that she had a study session planned with someone she'd met in Wicca group and she probably wouldn't see Buffy until the morning.

Spike looked at her and raised his eyebrows, but Buffy took Willow completely at her word and just smiled. "So, I guess you don't need Spike for a study buddy tonight," she said.

"Uh… no. I… we… it's not Shakespeare tonight, it's… spells. We're going to be studying spells."

"Really? All night? Wow she must be some witch."

"Let it go, love," Spike said, touching Buffy's arm. She frowned at him, but smiled at Willow.

"Well, okay then. I'll see you tomorrow, I guess."

"What did you mean, 'Let it go'?" Buffy said. "Let what go?"

"Red was getting… You know what? It's her story to tell. I'm just goin' to mind my own business." He caressed her face with his hand. "Got better things to do tonight…"

"Oh? You mean, you think we should patrol? 'Cause I think we've done enough slaying for one ni—mmmmmph!"

He kept his mouth fastened on hers until her surprised gasp had turned to a barely audible whimper, then broke off the kiss to nuzzle her ear. "You knew that wasn't what I meant," he whispered, ignoring the curious looks they were getting from passing students. "Didn't you?"

"Kinda," she whispered back. "But I was just checking…"

"Red's out for the night…."

"Yeah, that's what she said…."

"If we don't go up there right now, I'm gonna embarrass the hell out of you right here on the sidewalk." Spike's low growl rumbled in her ear as she tried to move away from him.

Buffy giggled and pulled out of his reach. "I think we've given enough of a show for one night." She started up the steps to the door. "Are you coming?"

"I bloody well hope so," he muttered under his breath.

"I _heard_ that!"

Buffy's face was flaming as she tried to ignore his laughter behind her. She led the way into the stairwell and ran up the stairs to her floor. She could hear Spike's boots right behind her, but didn't turn around to face him until she'd opened her door and stepped inside. He tested the doorway, not sure if the invitation Willow had extended so long ago might not have been revoked immediately.

"It's okay," Buffy said unnecessarily as he stepped through and closed the door behind him.

"I'm surprised you didn't have it revoked the next day. It's not like you knew for sure then that I was harmless."

"We were busy, and Willow didn't seem worried, so…"

"And you weren't worried?" He seemed offended at the thought and Buffy smiled at his pout.

"Why should I be? If you wanted to sneak in and murder me in my sleep, you would have done it when I was still living at home." She grinned at his disbelief that she'd never cancelled his invitation to her home. She moved toward him and tapped him on the chest with her finger. "And if I wasn't asleep when you broke into my room, I'd have kicked your ass. So, see? Nothing to worry about."

"Might have had something else in mind if I came into your room in the middle of the night," he said, moving closer and sliding his hands around her waist. "It's not like my dick never sat up and took notice of you until recently."

"I'm not sure if I think that's flattering or just… icky." She pulled back to stare at him. "Would you have done something like that? Tried to rape me in my sleep?"

"Hell no! That's your ex's MO, not mine." He dropped his hands, genuinely hurt by her accusation. "I just meant I might have preferred to… thought you knew me better than that, Slayer," he said, turning away from her.

"I'm sorry." Buffy's apology was so soft he almost didn't hear it. "I know you wouldn't… " She touched his arm, turning him back to face her. "Can we start the conversation again?"

"Or, we could just forget all about conversin' for awhile and just get to the kissing." He pulled her closer and leaned down to brush his lips across hers. "I'm not feeling all that talkative just at the moment…."

"Kissing is good. If we're busy kissing, we can't say anything that either of us will have to apologi—"

**Chapter Twelve**

Without breaking the kiss, Spike backed up until the bed hit the backs of his knees. He fell backwards, pulling Buffy down on top of him and holding her there with one hand on her ass. The other hand was roving over her body, caressing and stroking, making her gasp every time it touched bare skin. Not to be outdone, Buffy pushed herself into a sitting position, grinding down on the bulge in the front of his jeans, and pushing his tee shirt up until she could run her hands over the smooth skin of his chest.

While she explored the body in front of her, Spike's hands were busy unbuttoning her blouse. His eyes ran up and down her body, his appreciation plain on both his face and the way his cock was twitching against her. One hand cupped a perfect little breast while the other unhooked her bra and tossed it away. He sat up so that Buffy could pull his tee shirt over his head, the new position leaving her sitting on his lap with her legs wrapped around his hips.

With a groan, he pulled her more tightly against him, taking one nipple in his mouth and sucking on it almost to the point of pain while she arched into his mouth and whimpered.

"Perfect," he gasped, moving to the other nipple. "Knew you'd be perfect, love. Can't wait to see the rest of you." He tried to move her away so that he could reach the fasteners on her pants.

"I don't wanna move yet," Buffy gasped, grinding against him, her eyes wide and unfocused. When he picked her up by her waist and took away the lovely pressure she'd been building she gave what almost sounded like a growl.

"Sorry, pet. We can do this anyway you want, as often as you want, in any position you want… but I want to be in you the first time you come for me. Please, love…"

His fingers tore at the snap on her jeans as she worked equally hard to unbutton his jeans.

"Seriously, Spike?" she muttered. "A button fly?" He gave one of his soft chuckles as he unzipped her jeans and rolled to the side so he could begin pulling them off.

"Sorry, pet. Wasn't thinkin'…." As she worked his jeans open and reached in to wrap her hand around his cock, he gasped, promising, "Nothing but zippers from now on, I swear it."

Taking what they both silently acknowledged was a necessary break, they broke apart to kick off their shoes and remaining clothes. Spike's mouth was trailing down Buffy's body before she'd even finished kicking her pants off, leaving open mouthed, wet kisses from her neck to her hip bone. Her legs fell open when he began to nuzzle the neatly trimmed hair he found as he followed the enticing scent there. When she unconsciously jerked her hips upward, he groaned.

"No worries, love. Not planning to neglect you, I just don't want… but I guess one little lick couldn't hurt…" Following words with actions, he ran his tongue through her folds, smiling when she buried her fingers in his hair and muffled a small scream. Unable to resist both her whimpered pleas and the way she was responding to him, he continued to move his tongue around until she was gasping threats to stake him. He dropped a kiss on her lower abdomen and slid up her body, dropping his hips between her open thighs.

His eyes met hers, waiting until the unfulfilled lust and frustration had faded enough for her to focus on him.

"Know this doesn't mean as much to you as it does to me, but I need to say it anyway. I love you, Buffy. Have for longer than I think I know." He pushed against her, wriggling his hips until he was past the automatic resistance of her clenched walls. As he slid the rest of the way in, he exhaled and dropped his head beside hers, nibbling on her ear lobe. "Never want to be anywhere else but here. Could dust happy just now."

"Now would not be a good time to dust," she gasped, pushing against him. "I think I like you solid and… you know… here." As she spoke, she squeezed him tightly, bringing an answering gasp from the vampire. They were soon moving together in a rhythm older than history, matching murmurs, gasps and whimpers building until, with a soft cry, Buffy arched against him and shook with the force of her orgasm. Spike joined her, pouring himself into her warmth while his mouth pulled on the skin of her throat, leaving a mark that, even with slayer healing, wouldn't fade for days.

They remained lying together for several minutes, breathing in rhythm, her hands moving gently against the skin of his back while he brushed light kisses against her mouth and across her face. Buffy finally let her legs drop from where they'd been clasping his body to hers and stretched, arching against him as she did so. She gave a small gasp when she felt him twitch and begin to grow inside her. With a murmur of appreciation, she wriggled against him, then wrapped her legs around his and rolled them over until she was stretched out on top of him.

"Your turn to drive?" He grinned up at her.

"You'd better believe it, vampire," she said, sitting up and smiling down at him. "The Slayer is a leader, not a follower."

"Works out nicely, then," he said, his eyes rolling back in his head as she began rhythmically clenching around him. "Lead on, love. William the Bloody knows how to follow a woman—ah!" After a particularly hard squeeze, he grabbed her hips and pulled her down against his body, moving his hips until she was tossing her head from side to side, making small gasping noises. In what began to resemble a battle more than love-making, they competed to see who could tire the other first.

It took only ten minutes of vampire and slayer sex to break the first slat in the bed, ten more to kick out the board at the foot, and another few minutes to bend the metal frame. Neither one noticed when they rolled to the floor, still engaged in their battle to be the last to stop from exhaustion. Only after they'd reached another mutually satisfying and vigorous conclusion did they notice the pounding on the floor coming from the room below.

"Oops?" Buffy rolled off his body, blushing all over. "I hope they don't know who lives here!"

Spike's only response was to thump back once with his fist, making a small dent in the floor that he hoped was visible below. He turned his head to look into Buffy's embarrassed face. "Knew we'd be good together, Slayer, but I had no idea…" He shook his head and pulled her next to him where he could hold her while he nuzzled her hair. "You know you'll never get rid of me now, don't you, love? If you aren't planning to keep me around forever, better stake me now. 'Cause I'm not leaving willingly."

Blushing again, this time at his obviously heartfelt words, Buffy whispered, "Considering how long a slayer's 'forever' is, I think you're pretty safe. I don't want you to go away any time soon… or ever."

He tightened his arm around her, taking her unspoken emotion for what it was. They clung together until Buffy started to shiver and they sat up to study the broken bed.

"Crap."

"It's fixable," he said, taking the metal frame and grunting with effort as he bent it back into an approximation of its original shape. He gave a rueful shrug at the broken slat lying on the floor under the bed, and draped his coat over the broken footboard. "See? All fixed." He got in carefully and held up the covers for her, smiling when she didn't hesitate to slide in beside him. She snuggled into his side and yawned.

"Are you staying the rest of the night?"

"Wild horses couldn't drag me away, love. But you know I'm gonna have to leave before dawn. Don't want to be stuck here all day dodging the sun."

"I'll get heavier curtains," she said, yawning again. "Don't want you to have to leave."

"I'm going to fix that bedroom I've got so that you'll never know you're underground," he promised. "I'll make it fit for a… for a beautiful woman who deserves better." He sighed. "It's still going to be a hole in the ground, isn't it?"

"We'll work it out." Her eyes were shutting and she missed the smile that went across his face at her words.

The End


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